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 [Wells Fargo & Company Letterhead]
 August 26, 2025

 Robert Arzonetti

   VIA EDGAR
 U.S. Securities and Exchange Commission
 Division of Corporation Finance 100 F Street, N.E.
 Washington, D.C. 20549

 Re:
 Wells Fargo & Company
 Registration Statement on Form S-3, as amended
 File No. 333-287868
 Acceleration Request Dear
Mr. Arzonetti: Pursuant to Rule 461 under the Securities Act of 1933, as amended, Wells Fargo & Company hereby
respectfully requests that the effective date of the above-referenced Registration Statement on Form S-3, as amended (the “Registration Statement”), be accelerated and that such Registration
Statement be declared effective at 4:00 p.m. Eastern Time on Thursday, August 28, 2025, or as soon as practicable thereafter. Once the Registration Statement has been declared effective, please orally confirm that event with our counsel, Faegre
Drinker Biddle & Reath LLP, by calling Dawn Pruitt at (612) 766-7103. Thank you for your
assistance in this matter.

 Very truly yours,

 /s/ Bryant Owens

 Senior Vice President and Assistant Treasurer

<DOCUMENT>
<TYPE>TEXT-EXTRACT
<SEQUENCE>2
<FILENAME>filename2.txt
<TEXT>
 June 13, 2025

Charles W. Scharf
Chief Executive Officer
Wells Fargo & Company
420 Montgomery Street
San Francisco, CA 94104

 Re: Wells Fargo & Company
 Registration Statement on Form S-3
 Filed June 9, 2025
 File No. 333-287868
Dear Charles W. Scharf:

 This is to advise you that we have not reviewed and will not review your
registration
statement.

 Please refer to Rules 460 and 461 regarding requests for acceleration.
We remind you
that the company and its management are responsible for the accuracy and
adequacy of their
disclosures, notwithstanding any review, comments, action or absence of action
by the staff.

 Please contact Robert Arzonetti at 202-551-8819 with any questions.

 Sincerely,

 Division of
Corporation Finance
 Office of Finance
cc: Dawn Holicky Pruitt
</TEXT>
</DOCUMENT>

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Acceleration Request

 [Wells Fargo & Company Letterhead]

March 20, 2024

Mr. Robert Arzonetti

VIA EDGAR  

 U.S. Securities and Exchange Commission

Division of Corporation Finance

 100 F Street, N.E.

Washington, D.C. 20549

Re:
 Wells Fargo & Company

Registration Statement on Form S-3, as amended

File No. 333-277455

Acceleration Request

 Dear
Mr. Arzonetti:

 Pursuant to Rule 461 under the Securities Act of 1933, as amended, Wells Fargo & Company hereby
respectfully requests that the effective date of the above-referenced Registration Statement on Form S-3, as amended (the “Registration Statement”), be accelerated and that such Registration
Statement be declared effective at 4:00 p.m. Eastern Time on Friday, March 22, 2024, or as soon as practicable thereafter. Once the Registration Statement has been declared effective, please orally confirm that event with our counsel, Faegre
Drinker Biddle & Reath LLP, by calling Dawn Pruitt at (612) 766-7103.

 Thank you for your
assistance in this matter.

Very truly yours,

 /s/ Bryant Owens

Bryant Owens

Senior Vice President and Assistant Treasurer

United States securities and exchange commission logo
March 6, 2024
Ellen R. Patterson
Senior Vice President
Wells Fargo & Company
420 Montgomery Street
San Francisco, California 94104
Re:Wells Fargo & Company
Registration Statement on Form S-3
Filed February 28, 2024
File No. 333-277455
Dear Ellen R. Patterson:
            This is to advise you that we have not reviewed and will not review your registration
statement.
            Please refer to Rules 460 and 461 regarding requests for acceleration. We remind you
that the company and its management are responsible for the accuracy and adequacy of their
disclosures, notwithstanding any review, comments, action or absence of action by the staff.
            Please contact Robert Arzonetti at 202-551-8819 with any questions.
Sincerely,
Division of Corporation Finance
Office of Finance
cc:       Dawn Holicky Pruitt

United States securities and exchange commission logo
November 20, 2023
Michael Santomassimo
Chief Financial Officer
Wells Fargo & Company
420 Montgomery Street
San Francisco, California 94104
Re:Wells Fargo & Company
Form 10-K for Fiscal Year Ended December 31, 2022
File No. 001-02979
Dear Michael Santomassimo:
            We have completed our review of your filing. We remind you that the company and its
management are responsible for the accuracy and adequacy of their disclosures, notwithstanding
any review, comments, action or absence of action by the staff.
Sincerely,
Division of Corporation Finance
Office of Finance

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Document

420 Montgomery Street San Francisco, CA 94104

November 7, 2023

VIA EDGAR

Mr. John Spitz

Mr. Amit Pande

Division of Corporation Finance

Office of Finance

U.S. Securities and Exchange Commission

100 F Street, N.E.

Washington, D.C. 20549

Re:    Wells Fargo & Company

Form 10-K for the Fiscal Year Ended December 31, 2022

Response dated June 29, 2023

File No. 001-02979

Dear Mr. Spitz and Mr. Pande:

In response to the comments by the staff (“Staff”) of the Securities and Exchange Commission (“Commission”) in the Staff’s letter dated October 24, 2023, to Wells Fargo & Company (“Wells Fargo,” “Company,” “we,” or “our”) related to the Company’s above referenced Form 10-K for the Fiscal Year Ended December 31, 2022 (“Form 10-K”) and the Company’s response dated June 29, 2023, we submit the following information. The Staff’s comments, indicated in bold, are followed by Wells Fargo’s response.

Form 10-K for the Fiscal Year Ended December 31, 2022

Exhibit 13

Earnings Performance, page 7

1.Please refer to comment 1. We note in your response and disclosures throughout your filing that “operating losses” are comprised of expenses for litigation, regulatory, and customer remediation matters. We further note that current disclosures included in your Form 10-Q for the six-months ended June 30, 2023, continue to simply attribute the increase in the operating losses line item to “a variety of factors, some of which are outside of your control. Please tell us and revise your future filings to clearly define and separately discuss each of these components (i.e., litigation, regulatory, and customer remediation) and the expenses corresponding to each component which comprise your operating losses for each period presented. To the extent that one or more of these expense components (e.g., customer remediation or litigation) significantly contributes to the noted change in operating losses recorded during any period, please provide enhanced MD&A disclosures explaining the reason(s) for and the drivers behind the change in operating losses.

© 2023 Wells Fargo Bank, N.A. All rights reserved.

November 7, 2023

Page 2

Wells Fargo response:

In our Form 10-Q for third quarter 2023 filed with the Commission on October 31, 2023

(“Form 10-Q”), we separately defined and discussed the components of our operating losses, including the expense amounts corresponding to each component for the periods presented. Please reference our disclosure in Note 17 (Revenue and Expenses) to Financial Statements in the

Form 10-Q (page 128), as follows (note: highlighted text below represents enhanced disclosures from our Form 10-Q for second quarter 2023):

“OPERATING LOSSES  Operating losses consist of expenses related to:

•Legal actions such as litigation and regulatory matters. For additional information on legal actions, see Note 10 (Legal Actions);

•Customer remediation activities, which are associated with our efforts to identify areas or instances where customers may have experienced financial harm and provide remediation as appropriate. We have accrued for the probable and estimable costs related to our customer remediation activities, which amounts may change based on additional facts and information, as well as ongoing reviews and communications with our regulators; and

•Other business activities such as deposit overdraft losses, fraud losses, and isolated instances of customer redress.

Table 17.2 provides the components of our operating losses included in our consolidated statement of income.

Table 17.2:  Operating Losses

 Quarter ended

September 30,

  Nine months ended September 30,

($ in millions) 2023  2022  2023  2022

Legal actions $ 175    984    $ 115    1,097

Customer remediation (30)   978    133    1,615

Other  184    256    580    755

Total operating losses $ 329    2,218    $ 828    3,467

Operating losses may have significant variability given the inherent and unpredictable nature of legal actions and customer remediation activities. The timing and determination of the amount of any associated losses for these matters depends on a variety of factors, some of which are outside of our control.”

Additionally, we provided in the Management’s Discussion and Analysis (“MD&A”) section of the Form 10-Q the expense amounts for the Company’s legal actions and customer remediation activities, which significantly contributed to the change in operating losses for the quarter and first nine months of 2023, compared with the same periods in 2022. We also enhanced the narrative disclosure to explain the reasons for and drivers of the change. Please reference our disclosure in the Earnings Performance section of MD&A, Table 3: Noninterest Expense (see footnote 1 to Table 3) and the narrative discussion below the table in the Form 10-Q (page 11), as follows (note: highlighted text below represents enhanced disclosures from our Form 10-Q for second quarter 2023):

November 7, 2023

Page 3

“Table 3:  Noninterest Expense

 Quarter ended Sep 30,      Nine months

ended Sep 30,

($ in millions) 2023  2022  $ Change  % Change  2023  2022  $ Change  % Change

Personnel $ 8,627    8,212    415    5  %  $ 26,648    25,925    723    3  %

Technology, telecommunications and equipment

 975    798    177    22    2,844    2,473    371    15

Occupancy 724    732    (8)   (1)   2,144    2,159    (15)   (1)

Operating losses (1)

 329    2,218    (1,889)   (85)   828    3,467    (2,639)   (76)

Professional and outside services 1,310    1,235    75    6    3,843    3,831    12    —

Leases (2) 172    186    (14)   (8)   529    559    (30)   (5)

Advertising and promotion 215    126    89    71    553    327    226    69

Restructuring charges —    —    —    —  —    5    (5)   (100)

Other 761    799    (38)   (5)   2,387    2,273    114    5

Total $ 13,113    14,306    (1,193)   (8)   $ 39,776    41,019    (1,243)   (3)

(1)Includes expenses for legal actions of $175 million and $984 million for third quarter 2023 and 2022, respectively, and $115 million and $1.1 billion for the first nine months of 2023 and 2022, respectively, and expenses for customer remediation activities of $(30) million and $978 million for third quarter 2023 and 2022, respectively, and $133 million and $1.6 billion for the first nine months of 2023 and 2022, respectively.

(2)Represents expenses for assets we lease to customers.

Third quarter and first nine months of 2023 vs. Third quarter and first nine months of 2022

Operating losses decreased driven by:

•lower expense for legal actions, compared with third quarter 2022 that included amounts related to the December 2022 CFPB consent order. For additional information on legal actions, see Note 10 (Legal Actions) to Financial Statements

in this Report; and

•lower expense for customer remediation activities, compared with higher expense in 2022 predominantly due to the further refinement of the scope of remediation for historical mortgage lending, automobile lending, and consumer deposit accounts matters. Expenses for customer remediation activities in the third quarter and first nine months of 2023 were lower primarily related to matters that had lower estimated costs and complexity than historical matters. For additional information on customer remediation activities, see the “Overview” section above.

As previously disclosed, we have outstanding legal actions and customer remediation activities that could impact operating losses in the coming quarters.

For additional information on operating losses, see Note 17 (Revenue and Expenses) to Financial Statements in this Report.”

In future filings, to the extent appropriate we will continue to separately provide the components of operating losses and discuss primary drivers impacting significant changes to these components.

November 7, 2023

Page 4

2.Please refer to comment 1. We note from your proposed suggested disclosures under “Earnings Performance, page 11 in Form 10-K” in your response that the discussion only addresses $2 billion (37%) of the $5.4 billion increase to your operating losses and attributes the remaining increase to a variety of historical matters predominantly driven by expenses for customer remediation matters, as well as expenses for litigation and regulatory matters. Please tell us and revise your future filings to quantify the predominant expenses related to customer remediation matters. Additionally, to the extent there are significant operating losses recorded due to new matters, or recent developments related to historical matter(s), please revise your future filings to provide greater transparency around the changes in operating losses and any of its significant components.

Wells Fargo response:

As noted in our response to comment 1 above, our Form 10-Q provided the expense amounts for the components of operating losses, including expense for customer remediation activities, as well as a discussion of the predominant drivers for changes in expense for customer remediation activities for the periods presented.

We also included the amounts of our accrued liabilities for customer remediation activities as of September 30, 2023, and December 31, 2022, in the “Overview – Customer Remediation Activities” section of MD&A in the Form 10-Q (page 4) to provide greater transparency regarding changes in accrued liabilities for customer remediation activities over time. In future filings, to the extent appropriate we will continue to separately provide our accrued liabilities for customer remediation activities.

The predominant matters that led to the higher expense for customer remediation activities in 2022 were historical mortgage lending, auto lending, and consumer deposit accounts matters. We reference customer remediation activities in the “Overview” section of MD&A in the Form 10-Q. Please note that the expense amounts for customer remediation activities for the third quarter and first nine months of 2023 were $(30) million and $133 million, respectively, reflecting lower estimated costs and complexity observed for newer matters compared with historical matters.

3.Please refer to comment 1. You state in your response that in order to provide additional transparency, you foreshadow the potential losses that may be accrued in the future by disclosing the high end of the range of reasonably possible losses in excess of your accrual for new and existing litigation and regulatory matters. We note disclosure from page 155 of Exhibit 13 to your Form 10-K for fiscal year ended December 31, 2021, that the high end was approximately $2.9 billion as of December 31, 2021. Given that you recorded $7 billion of operating losses during the subsequent fiscal year ended December 31, 2022, please tell us and revise your future filings, where appropriate, to disclose the reason(s) for the significant change in expenses recorded when compared to earlier estimates, including those significantly attributable to respective components of your operating losses.

November 7, 2023

Page 5

Wells Fargo response:

The following table (which will be included in our 2023 Form 10-K) provides the components and corresponding expense amounts for the $7.0 billion of operating losses in 2022:

  Year ended Dec. 31,

(in millions)

  2022

Legal actions  $ 3,307

Customer remediation  2,692

Other   985

Total operating losses  $ 6,984

Legal actions

The high end of the range of reasonably possible losses for legal actions was approximately $2.9 billion as of December 31, 2021, and generally increased during 2022 ($2.8 billion as of March 31, 2022, $3.2 billion as of June 30, 2022, and $3.7 billion as of September 30, 2022). The $3.3 billion of expense for legal actions in 2022 reflected accruals for certain litigation and regulatory matters. For example, in our 2022 Form 10-K, we disclosed various regulatory investigations by the Consumer Financial Protection Bureau (“CFPB”) which ultimately resulted in a civil penalty of $1.7 billion in fourth quarter 2022, a securities fraud class action regarding certain automobile lending matters which ultimately resulted in a $300 million settlement agreement in fourth quarter 2022, and a securities fraud class action regarding certain consent order disclosures which ultimately resulted in a $1.0 billion settlement agreement in second quarter 2023. We provide information on these and other litigation and regulatory matters in Note 10 (Legal Actions) to our Financial Statements, including settlement amounts when matters are resolved.

Customer remediation

The expense for customer remediation activities in 2022 predominantly resulted from the further refinement in third quarter 2022 of the scope of remediation for historical mortgage lending, automobile lending, and consumer deposit accounts matters. This further refinement led to the higher expense in 2022 and was not estimable prior to completion of the work in third quarter 2022. In addition, there were expense amounts for customer remediation activities in fourth quarter 2022 primarily related to the December 2022 CFPB consent order.

As discussed in our prior response letter, customer remediation matters often span multiple years, and typically require reviews and discussions with internal and external parties, including communications with our regulators, which may result in variability related to the timing and the determination of the amount of loss. These reviews and discussions may result in expansions of populations of affected customers and/or time frames, as well as changes to customer remediation payment amounts. We establish an accrual for the probable and estimable costs related to each customer remediation matter, which amounts are refined over time in light of any additional information; however, given the complexity and unpredictability of these matters, it is not possible to determine the ultimate loss or reasonably estimate possible loss in excess of amounts accrued until these reviews and discussions are complete.

Other

Each year, we have expenses for other operating losses such as deposit overdraft losses and fraud losses. These amounts cannot be accrued in advance or estimated for a range of possible loss until the actual event has occurred; however, there is a limited amount of time between the identification of the loss event and the recognition of expense.

_____________________________________

November 7, 2023

Page 6

Any discussion or questions concerning the information set forth in this letter may be directed to our Chief Accounting Officer, Muneera Carr, or me.

Sincerely,

/s/ MICHAEL P. SANTOMASSIMO

Michael P. Santomassimo

Senior Executive Vice President and Chief Financial Officer

cc:

 Charles W. Scharf, President and Chief Executive Officer

 Ellen R. Patterson, Senior Executive Vice President and General Counsel

 Muneera S. Carr, Executive Vice President and Chief Accounting Officer

United States securities and exchange commission logo
October 24, 2023
Michael Santomassimo
Chief Financial Officer
Wells Fargo & Company
420 Montgomery Street
San Francisco, California 94104
Re:Wells Fargo & Company
Form 10-K for Fiscal Year Ended December 31, 2022
Response dated June 29, 2023
File No. 001-02979
Dear Michael Santomassimo:
            We have reviewed your June 29, 2023 response to our comment letter and have the
following comments.
            Please respond to this letter within ten business days by providing the requested
information or advise us as soon as possible when you will respond. If you do not believe a
comment applies to your facts and circumstances, please tell us why in your response.
            After reviewing your response to this letter, we may have additional comments. Unless
we note otherwise, any references to prior comments are to comments in our June 14, 2023
letter.
Form 10-K for the Fiscal Year Ended December 31, 2022
Exhibit 13
Earnings Performance, page 7
1.Please refer to comment 1. We note in your response and disclosures throughout your
filing that “operating losses” are comprised of expenses for litigation, regulatory, and
customer remediation matters. We further note that current disclosures included in your
Form 10-Q for the six-months ended June 30, 2023, continue to simply attribute the
increase in the operating losses line item to “a variety of factors, some of which are
outside of your control.” Please tell us and revise your future filings to clearly define and
separately discuss each of these components (i.e., litigation, regulatory, and customer
remediation) and the expenses corresponding to each component which comprise your
operating losses for each period presented. To the extent that one or more of these expense
components (e.g., customer remediation or litigation) significantly contributes to the noted

 FirstName LastNameMichael  Santomassimo
 Comapany NameWells Fargo & Company
 October 24, 2023 Page 2
 FirstName LastName
Michael  Santomassimo
Wells Fargo & Company
October 24, 2023
Page 2
change in operating losses recorded during any period, please provide enhanced MD&A
disclosures explaining the reason(s) for and the drivers behind the change in operating
losses.
2.Please refer to comment 1. We note from your proposed suggested disclosures under
"Earnings Performance, page 11 in Form 10-K" in your response that the discussion only
addresses $2 billion (37%) of the $5.4 billion increase to your operating losses and
attributes the remaining increase to a variety of historical matters predominantly driven by
expenses for customer remediation matters, as well as expenses for litigation and
regulatory matters. Please tell us and revise your future filings to quantify the predominant
expenses related to customer remediation matters. Additionally, to the extent there are
significant operating losses recorded due to new matters, or recent developments related to
historical matter(s), please revise your future filings to provide greater transparency
around the changes in operating losses and any of its significant components.
3.Please refer to comment 1. You state in your response that in order to provide additional
transparency, you foreshadow the potential losses that may be accrued in the future by
disclosing the high end of the range of reasonably possible losses in excess of your accrual
for new and existing litigation and regulatory matters. We note disclosure from page 155
of Exhibit 13 to your Form 10-K for fiscal year ended December 31, 2021, that the high
end was approximately $2.9 billion as of December 31, 2021. Given that you recorded $7
billion of operating losses during the subsequent fiscal year ended December 31, 2022,
please tell us and revise your future filings, where appropriate, to disclose the reason(s)
for the significant change in expenses recorded when compared to earlier estimates,
including those significantly attributable to respective components of your operating
losses.
            Please contact John Spitz at 202-551-3484 or Amit Pande at 202-551-3423 if you have
questions regarding comments on the financial statements and related matters. Please contact
Robert Arzonetti at 202-551-8819 or Susan Block at 202-551-3210 with any other questions.
Sincerely,
Division of Corporation Finance
Office of Finance

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wfc_commentletterrespons

  © 2023 Wells Fargo Bank, N.A. All rights reserved.  420 Montgomery Street  San Francisco, CA  94104  June 29, 2023      VIA EDGAR      Mr. John Spitz  Mr. Amit Pande  Division of Corporation Finance  Office of Finance  U.S. Securities and Exchange Commission  100 F Street, N.E.  Washington, D.C. 20549    Re: Wells Fargo & Company  Form 10-K for the Fiscal Year Ended December 31, 2022   File No. 001-02979    Dear Mr. Spitz and Mr. Pande:    In response to the comment by the staff (“Staff”) of the Securities and Exchange Commission  (“Commission”) in the Staff’s letter dated June 14, 2023, to Wells Fargo & Company (“Wells Fargo,”  “Company,” “we,” or “our”) related to the Company’s above referenced Form 10-K for the Fiscal Year  Ended December 31, 2022 (“Form 10-K”), we submit the following information. The Staff’s comment,  indicated in bold, is followed by Wells Fargo’s response.    Form 10-K for the Fiscal Year Ended December 31, 2022    Exhibit 13  Earnings Performance, page 7    1. We note you have recognized charges presented as “Operating Losses” in your Consolidated  Statement of Income of $7.0 billion, $1.6 billion and $3.5 billion for the years ended December 31,  2022, 2021, and 2020, respectively. We further note disclosure on page 172 that this item  included expenses primarily related to a variety of historical matters, including litigation,  regulatory, and customer remediation. We also note disclosure related to your consent orders  with regulatory bodies, customer remediation activities and legal actions throughout your filing.  Please tell us and consider revising future filings to provide greater transparency around the

June 29, 2023  Page 2    variability of your operating losses recorded for each period presented, which   separately discusses the liabilities recorded for new matters, additional liabilities recorded for  existing matters, and reductions due to payments or reversals to allow an investor to better  understand the impact on your financial condition, cash flows and results of operations. Refer to  Item 303(a)(3) of Regulation S-K.     Wells Fargo response:      The variability in our operating losses recorded for the fiscal years ended December 31, 2022, 2021, and  2020 presented in our Form 10-K was driven by expenses for litigation, regulatory, and customer  remediation matters primarily related to a variety of historical matters (underlining added for emphasis).   We included this reference in our Form 10-K to highlight that the matters giving rise to our operating  losses were primarily related to existing matters, rather than new matters.  For example, we disclosed  various regulatory investigations by the Consumer Financial Protection Bureau (“CFPB”) which  ultimately resulted in a civil penalty of $1.7 billion in fourth quarter 2022, a securities fraud class action  regarding certain automobile lending matters which ultimately resulted in a $300 million settlement  agreement in fourth quarter 2022, and a securities fraud class action regarding certain consent order  disclosures which ultimately resulted in a $1.0 billion settlement agreement in second quarter 2023.  In  addition, we disclosed the existence of customer remediation matters, which also significantly impacted  operating losses in 2022.    While we disclose our operating losses, we do not provide amounts for individual matters, such as  accruals for new matters or changes to accruals for existing matters, because it may significantly hinder  our negotiations or settlement discussions with plaintiffs and regulators.    During the years ended December 31, 2022, 2021, and 2020, we did not record significant reversals  related to accrued liabilities for litigation, regulatory, or customer remediation matters.  Given the nature  of these accrued liabilities, the amounts are typically paid within a relatively short period of time after  they are finalized or settled.    Litigation, regulatory, and customer remediation matters are inherently unpredictable, often span  multiple years, and typically require reviews and discussions with third parties.  For example, these  matters may be subject to investigation, discovery, regulatory or legal proceedings, evaluation of  impacted counterparties, discussions and reviews with regulatory agencies, and settlement discussions  with third parties.  These factors may result in variability related to the timing and the amount of a  potential operating loss which, due to the nature of some of our matters, may be significant.  To provide  additional transparency, we foreshadow the potential losses that may be accrued in the future by  disclosing the high end of the range of reasonably possible losses in excess of the Company’s accrual for  new and existing litigation and regulatory matters.  We also generally update our litigation and  regulatory disclosures to provide settlement amounts once these matters are resolved.    We include disclosures in our filings to help investors understand that both the nature of our operating  losses and the amounts may be significant and vary over time.  In future filings, to the extent  appropriate, we would propose providing additional information to discuss the components and  variability of our operating losses.  We would also propose providing in our operating losses discussion

June 29, 2023  Page 3    the settlement amounts for significant litigation and regulatory matters to the extent they have been  publicly disclosed.  Please see suggested edits below as an example:    Earnings Performance, page 11 in Form 10-K    “Operating losses increased reflecting a $5.1 billion increase in expenses for litigation,  regulatory, and customer remediation matters primarily related to a variety of historical matters.  increased $5.4 billion. The increase included a $1.7 billion civil penalty associated with the  December 2022 CFPB consent order and $300 million for a securities fraud class action regarding  certain automobile lending matters. The remaining increase primarily related to a variety of  historical matters and was predominantly driven by expenses for customer remediation matters,  as well as expenses for litigation and regulatory matters.    As previously disclosed, we have outstanding litigation, regulatory, and customer  remediation matters that could impact operating losses in the coming quarters.”    Note 1 (Summary of Significant Accounting Policies) to Financial Statements in Form 10-K and for  interim periods during 2023, Note 17 (Revenue and Expenses) to Financial Statements     “OPERATING LOSSES Our operating losses consist of litigation, regulatory matters, customer  remediation activities, and losses from other business activities, such as fraud losses. Operating  losses may have significant variability given the inherent and unpredictable nature of litigation,  regulatory, and customer remediation matters. The determination of any associated losses for  these matters depends on a variety of factors, many of which are often outside of our control.”    _____________________________________      Any discussion or questions concerning the information set forth in this letter may be directed to our  Chief Accounting Officer, Muneera Carr, or me.    Sincerely,      /s/ MICHAEL P. SANTOMASSIMO  Michael P. Santomassimo  Senior Executive Vice President and Chief Financial Officer      cc: Charles W. Scharf, President and Chief Executive Officer   Ellen R. Patterson, Senior Executive Vice President and General Counsel   Muneera S. Carr, Executive Vice President and Chief Accounting Officer

United States securities and exchange commission logo
June 14, 2023
Michael Santomassimo
Chief Financial Officer
Wells Fargo & Company
420 Montgomery Street
San Francisco, California 94104
Re:Wells Fargo & Company
Form 10-K for Fiscal Year Ended December 31, 2022
File No. 001-02979
Dear Michael Santomassimo:
            We have reviewed your filing and have the following comment.  In our comment, we
may ask you to provide us with information so we may better understand your disclosure.
            Please respond to this comment within ten business days by providing the requested
information or advise us as soon as possible when you will respond.  If you do not believe our
comment applies to your facts and circumstances, please tell us why in your response.
            After reviewing your response to this comment, we may have additional comments.
Form 10-K for Fiscal Year Ended December 31, 2022
Exhibit 13
Earnings Performance, page 7
1.We note you have recognized charges presented as “Operating Losses” in your
Consolidated Statement of Income of $7.0 billion, $1.6 billion and $3.5 billion for the
years ended December 31, 2022, 2021, and 2020, respectively. We further note disclosure
on page 172 that this item included expenses primarily related to a variety of historical
matters, including litigation, regulatory, and customer remediation.  We also note
disclosure related to your consent orders with regulatory bodies, customer remediation
activities and legal actions throughout your filing.  Please tell us and consider revising
future filings to provide greater transparency around the variability of your operating
losses recorded for each period presented, which separately discusses the liabilities
recorded for new matters, additional liabilities recorded for existing matters, and
reductions due to payments or reversals to allow an investor to better understand the
impact on your financial condition, cash flows and results of operations.  Refer to Item
303(a)(3) of Regulation S-K.

 FirstName LastNameMichael  Santomassimo
 Comapany NameWells Fargo & Company
 June 14, 2023 Page 2
 FirstName LastName
Michael  Santomassimo
Wells Fargo & Company
June 14, 2023
Page 2
            We remind you that the company and its management are responsible for the accuracy
and adequacy of their disclosures, notwithstanding any review, comments, action or absence of
action by the staff.
            You may contact at John Spitz at (202) 551-3484 or Amit Pande at (202) 551-3423 with
any questions.
Sincerely,
Division of Corporation Finance
Office of Finance

CORRESP
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[Wells
Fargo & Company Letterhead]

April 26, 2023

 Ms. Tonya K. Aldave VIA EDGAR

U.S. Securities and Exchange Commission

Division of Corporation Finance

100 F Street, N.E.

Washington, D.C. 20549

    Re:
    Wells Fargo & Company/Wells Fargo Finance LLC

    Registration Statement on Form S-3, as amended

    File Nos. 333-270532 and 333-270532-01

    Acceleration Request

Dear Ms. Aldave:

Pursuant to Rule 461 under the Securities Act
of 1933, as amended, Wells Fargo & Company and Wells Fargo Finance LLC hereby respectfully request that the effective date of the
above-referenced Registration Statement on Form S-3, as amended (the “Registration Statement”), be accelerated and that
such Registration Statement be declared effective at 4:00 p.m. Eastern Time on Thursday, April 27, 2023, or as soon as practicable thereafter.
Once the Registration Statement has been declared effective, please orally confirm that event with our counsel, Faegre Drinker Biddle
& Reath LLP, by calling Dawn Pruitt at (612) 766-7103.

Thank you for your assistance in this matter.

    Very
truly yours,

    WELLS FARGO & COMPANY

    By:
    /s/ Bryant Owens

    Bryant Owens
Its: Senior Vice
President and Assistant Treasurer

    WELLS
FARGO FINANCE LLC

    By:
    /s/ Bryant Owens

    Bryant Owens
Its: Senior Vice
President and Assistant Treasurer

United States securities and exchange commission logo
March 27, 2023
Charles W. Scharf
Chief Executive Officer
Wells Fargo & Company
420 Montgomery Street
San Francisco, CA 94104
Re:Wells Fargo & Company
Registration Statement on Form S-3
Filed March 14, 2023
File No. 333-270532
Dear Charles W. Scharf:
            This is to advise you that we have not reviewed and will not review your registration
statement.
            Please refer to Rules 460 and 461 regarding requests for acceleration.  We remind you
that the company and its management are responsible for the accuracy and adequacy of their
disclosures, notwithstanding any review, comments, action or absence of action by the staff.
            Please contact Tonya K. Aldave at (202) 551-3601 with any questions.
Sincerely,
Division of Corporation Finance
Office of Finance
cc:       Dawn Holicky Pruitt, Esq.

CORRESP
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Acceleration Request

 [Wells Fargo & Company Letterhead]

February 15, 2023

 Mr. John Stickel

 U.S. Securities and
Exchange Commission

 Division of Corporation Finance

 100 F
Street, N.E.

 Washington, D.C. 20549

 VIA EDGAR

Re:
 Wells Fargo & Company

Registration Statement on Form S-3, as amended

File No. 333-269514

Acceleration Request

 Dear
Mr. Stickel:

 Pursuant to Rule 461 under the Securities Act of 1933, as amended, Wells Fargo & Company hereby
respectfully requests that the effective date of the above-referenced Registration Statement on Form S-3, as amended (the “Registration Statement”), be accelerated and that such Registration
Statement be declared effective at 4:00 p.m. Eastern Time on Friday, February 17, 2023, or as soon as practicable thereafter. Once the Registration Statement has been declared effective, please orally confirm that event with our counsel,
Faegre Drinker Biddle & Reath LLP, by calling Dawn Pruitt at (612) 766-7103.

 Thank you
for your assistance in this matter.

 Very truly yours,

/s/ Bryant Owens

Senior Vice President and Assistant Treasurer

United States securities and exchange commission logo
February 10, 2023
Mary E. Schaffner
Senior Company Counsel
Wells Fargo & Company
Wells Fargo Center, 17th Floor
Sixth and Marquette
Minneapolis, MN 55479
Re:Wells Fargo & Company
Registration Statement on Form S-3
Filed February 1, 2023
File No. 333-269514
Dear Mary E. Schaffner:
            This is to advise you that we have not reviewed and will not review your registration
statement.
            Please refer to Rules 460 and 461 regarding requests for acceleration.  We remind you
that the company and its management are responsible for the accuracy and adequacy of their
disclosures, notwithstanding any review, comments, action or absence of action by the staff.
            Please contact John Stickel at 202-551-3324 with any questions.
Sincerely,
Division of Corporation Finance
Office of Finance

CORRESP
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Acceleration Request

 [Wells Fargo & Company Letterhead]

April 15, 2021

 Ms. Sonia Bednarowski

 U.S. Securities and
Exchange Commission

 Division of Corporation Finance

 100 F
Street, N.E.

 Washington, D.C. 20549

VIA EDGAR

Re:
 Wells Fargo & Company

Registration Statement on Form S-3, as amended

File No. 333-253886

Acceleration Request

 Dear
Ms. Bednarowski:

 Pursuant to Rule 461 under the Securities Act of 1933, as amended, Wells Fargo & Company hereby
respectfully requests that the effective date of the above-referenced Registration Statement on Form S-3, as amended (the “Registration Statement”), be accelerated and that such Registration
Statement be declared effective at 4:00 p.m. Eastern Time on Monday, April 19, 2021, or as soon as practicable thereafter. Once the Registration Statement has been declared effective, please orally confirm that event with our counsel, Faegre
Drinker Biddle & Reath LLP, by calling Dawn Pruitt at (612) 766-7103.

 Thank you for your
assistance in this matter.

Very truly yours,

 /s/ Bryant Owens

Bryant Owens

Senior Vice President and Assistant Treasurer

United States securities and exchange commission logo
March 15, 2021
Charles W. Scharf
Chief Executive Officer
Wells Fargo & Company
420 Montgomery Street
San Francisco, CA 94104
Re:Wells Fargo & Company
Registration Statement on Form S-3
Filed March 4, 2021
File No. 333-253886
Dear Mr. Scharf:
            This is to advise you that we have not reviewed and will not review your registration
statement.
            Please refer to Rules 460 and 461 regarding requests for acceleration.  We remind you
that the company and its management are responsible for the accuracy and adequacy of their
disclosures, notwithstanding any review, comments, action or absence of action by the staff.
            Please contact Sonia Bednarowski at 202-551-3666 or Justin Dobbie, Legal Branch
Chief, at 202-551-3469 with any questions.
Sincerely,
Division of Corporation Finance
Office of Finance

CORRESP
1
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[Wells
Fargo & Company Letterhead]

July
17, 2020

    Mr. John
    Stickel
    VIA EDGAR

U.S. Securities
and Exchange Commission

Division of
Corporation Finance

100 F Street,
N.E.

Washington,
D.C. 20549

    Re:
    Wells Fargo & Company/Wells Fargo Finance LLC

    Registration Statement on Form S-3, as amended

    File Nos. 333-239017 and 333-239017-01

    Acceleration Request

Dear Mr. Stickel:

Pursuant to Rule 461
under the Securities Act of 1933, as amended, Wells Fargo & Company and Wells Fargo Finance LLC hereby respectfully request
that the effective date of the above-referenced Registration Statement on Form S-3, as amended (the “Registration Statement”),
be accelerated and that such Registration Statement be declared effective at 4:00 p.m. Eastern Time on Friday, July 17, 2020,
or as soon as practicable thereafter. Once the Registration Statement has been declared effective, please orally confirm that
event with our counsel, Faegre Drinker Biddle & Reath LLP, by calling Dawn Pruitt at (612) 766-7103.

Thank you for
your assistance in this matter.

    Very truly yours,

    WELLS FARGO & COMPANY

    By:
     /s/ Le Roy Davis

    Le Roy Davis

    Its: Senior Vice President and Assistant
    Treasurer

    WELLS FARGO FINANCE LLC

    By:
     /s/ Le Roy Davis

    Le Roy Davis

    Its: Senior Vice President and Assistant
    Treasurer

United States securities and exchange commission logo
June 15, 2020
Anthony Augliera
Executive Vice President and Secretary
Wells Fargo & Company
301 S. Tryon Street
Charlotte, North Carolina 28282
Re:Wells Fargo & Company
Registration Statement on Form S-3
Filed June 8, 2020
File No. 333-239017
Dear Mr. Augliera:
            This is to advise you that we have not reviewed and will not review your registration
statement.
            Please refer to Rules 460 and 461 regarding requests for acceleration.  We remind you
that the company and its management are responsible for the accuracy and adequacy of their
disclosures, notwithstanding any review, comments, action or absence of action by the staff.
            Please contact John Stickel at 202-551-3324 with any questions.
Sincerely,
Division of Corporation Finance
Office of Finance

CORRESP
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Acceleration Request 333-236148

 [Wells Fargo & Company Letterhead]

February 24, 2020

Ms. Sonia Bednarowski

VIA EDGAR

U.S. Securities and Exchange Commission

Division of Corporation Finance

100 F Street, N.E.

Washington, D.C. 20549

Re:
 Wells Fargo & Company

 Registration Statement on Form S-3, as amended

 File No. 333-236148

 Acceleration Request

Dear Ms. Bednarowski:

 Pursuant to
Rule 461 under the Securities Act of 1933, as amended, Wells Fargo & Company hereby respectfully requests that the effective date of the above-referenced Registration Statement on Form S-3,
as amended (the “Registration Statement”), be accelerated and that such Registration Statement be declared effective at 4:00 p.m. Eastern Time on Tuesday, February 25, 2020, or as soon as practicable thereafter. Once the Registration
Statement has been declared effective, please orally confirm that event with our counsel, Faegre Drinker Biddle & Reath LLP, by calling Dawn Pruitt at (612) 766-7103.

Thank you for your assistance in this matter.

Very truly yours,

/s/ Le Roy Davis

Le Roy Davis

Senior Vice President and Assistant Treasurer

CORRESP
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Withdrawal of Acceleration Request 333-236148

 [Wells Fargo & Company Letterhead]

February 21, 2020

 Ms. Sonia Bednarowski

 U.S.
Securities and Exchange Commission

 Division of Corporation Finance

100 F Street, N.E.

 Washington, D.C. 20549

VIA EDGAR

Re:
 Wells Fargo & Company

 Registration Statement on Form S-3, as amended

 File No. 333-236148

 Withdrawal of Acceleration Request

Dear Ms. Bednarowski:

 Wells
Fargo & Company hereby respectfully withdraws its request for acceleration of the above-referenced Registration Statement pursuant to Rule 461 under the Securities Act of 1933, as amended (the “Request”). The Request was filed
with the Securities and Exchange Commission on February 19, 2020.

 Please contact Dawn Pruitt of Faegre Drinker Biddle &
Reath LLP, at (612) 766-7103, if you have any questions or concerns regarding this matter.

 Thank
you for your assistance in this matter.

 Very truly yours,

/s/ Le Roy Davis

Le Roy Davis

Senior Vice President and Assistant Treasurer

CORRESP
1
filename1.htm

Acceleration Request 333-236148

 [Wells Fargo & Company Letterhead]

February 19, 2020

Ms. Sonia Bednarowski

VIA EDGAR

U.S. Securities and Exchange Commission

Division of Corporation Finance

100 F Street, N.E.

Washington, D.C. 20549

Re:
 Wells Fargo & Company

 Registration Statement on Form S-3, as amended

 File No. 333-236148

 Acceleration Request

Dear Ms. Bednarowski:

 Pursuant to
Rule 461 under the Securities Act of 1933, as amended, Wells Fargo & Company hereby respectfully requests that the effective date of the above-referenced Registration Statement on Form S-3,
as amended (the “Registration Statement”), be accelerated and that such Registration Statement be declared effective at 4:00 p.m. Eastern Time on Friday, February 21, 2020, or as soon as practicable thereafter. Once the Registration
Statement has been declared effective, please orally confirm that event with our counsel, Faegre Drinker Biddle & Reath LLP, by calling Dawn Pruitt at (612) 766-7103.

Thank you for your assistance in this matter.

Very truly yours,

/s/ Le Roy Davis

Le Roy Davis

Senior Vice President and Assistant Treasurer

February 4, 2020
Charles W. Scharf
Chief Executive Officer
Wells Fargo & Company
420 Montgomery Street
San Francisco, CA 94104
Re:Wells Fargo & Company
Registration Statement on Form S-3
Filed January 29, 2020
File No. 333-236148
Dear Mr. Scharf:
            This is to advise you that we have not reviewed and will not review your registration
statement.
            Please refer to Rules 460 and 461 regarding requests for acceleration.  We remind you
that the company and its management are responsible for the accuracy and adequacy of their
disclosures, notwithstanding any review, comments, action or absence of action by the staff.
            Please contact Sonia Bednarowski at 202-551-3666 or Dietrich King at 202-551-
8071 with any questions.
Sincerely,
Division of Corporation Finance
Office of Finance

Mail Stop 4720

November 9, 2016

Via E-mail
Richard  D. Levy
Executive Vice President  and Controller
Wells Fargo  & Company
420 Montgomery  Street
San Francisco,  CA  94163

Re: Wells Fargo  & Company
 Form 10-Q for the Quarter  Ended June 30, 2016
Filed August 3, 2016
File No. 001 -02979

Dear Mr. Levy :

We have completed our review of your filing .  We remind you that the company and its
management are responsible for the accuracy and adequacy of the ir disclosure s, notwithstanding
any review, comments, action or absence  of action  by the staff .

Sincerely,

 /s/ Stephanie L. Sullivan

Stephanie L. Sullivan
Senior Assistant Chief Accountant
Office of Financial Services

CORRESP
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		Document

October 7, 2016

VIA EDGAR AND ELECTRONIC MAIL

Stephanie L. Sullivan

Senior Assistant Chief Accountant

Office of Financial Services

Securities and Exchange Commission

Mail Stop 4720

Washington, D.C. 20549

Re:    Wells Fargo & Company

Form 10-Q for the Quarter Ended June 30, 2016

Filed August 3, 2016

File No. 001-02979

Dear Ms. Sullivan:

In response to the comments by the staff (“Staff”) of the Securities and Exchange Commission (“Commission”) contained in the Staff’s letter dated September 23, 2016, 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.

Form 10-Q for the Quarter Ended June 30, 2016

Risk Management – Credit Risk Management, page 22

Purchased Credit-Impaired Loans, page 23

1.

 We note your disclosure that the carrying value of PCI loans at June 30, 2016, which included $1.0 billion from the GE Capital acquisitions, totaled $19.3 billion, compared with $20.0 billion at December 31, 2015. These balances compare to an accretable difference of $15.7 billion and $16.3 billion as of June 30, 2016 and December 31, 2015, respectively. Please respond to the following:

•

 Tell us why the accretable difference relative to the carrying value of PCI loans continues to increase each period. For example, it appears from disclosures in your prior year filings that the accretable difference relative to the carrying value of PCI

Stephanie L. Sullivan

October 7, 2016

Page 2

loans has increased from 73% at December 31, 2013, to 76% at December 31, 2014, to 82% at December 31, 2015, and to 89% at June 30, 2016.

Wells Fargo response:

As detailed in the table below, the relationship of the accretable yield balance to PCI carrying value was 65%, 76%, 82% and 81% (85% excluding the GE Capital portfolio acquisitions) at December 31, 2013, 2014, 2015 and June 30, 2016, respectively.

Changes in the carrying value of PCI loans are primarily driven by loan amortization and resolutions, either through loan liquidations or voluntary customer prepayments. The accretable yield represents the excess of cash flows expected to be collected over carrying value. The rate of accretion into interest income is based on the lifetime yield of our expected cash flows. While we recognize interest income based on an effective yield method, the projected yield embedded in our cash flow estimates for every period fluctuates based on the expected timing of loan resolutions, both liquidations and customer prepayments. As such, the expected ratio of the accretable yield to the carrying value will vary somewhat throughout the contractual life of the portfolio based on the projected timing of the expected cash flows. Aside from the normal accretion into interest income, changes in the accretable yield are impacted by reclassifications from nonaccretable difference for lower expected losses on loans with improving credit-related cash flows and other changes in expected cash flows that do not affect nonaccretable difference, such as changes in interest rate indices for variable rate PCI loans and changes in prepayment assumptions. The estimated accretable yield is updated when we have a significant change in our expected cash flows associated with our PCI portfolios and we adjust our prospective yield accordingly.

The following table provides a rollforward of the changes in the ratio of the accretable yield to the carrying value from January 1, 2014 through June 30, 2016.

Stephanie L. Sullivan

October 7, 2016

Page 3

Based on the above, the increase in the ratio of accretable yield balance to PCI carrying value from December 31, 2013 through December 31, 2015, was primarily due to the reclassifications from nonaccretable difference. During the six months ended June 30, 2016, the reduction in the ratio of accretable yield to PCI carrying value was primarily attributable to the impact of the GE Capital portfolio acquisitions, partially offset by the reduction in carrying value due to prepayments. Prepayments decrease our PCI carrying value at the time of prepayment while the related change in the accretable yield for the prepaid loans occurs when there is a significant change in expected cash flows. Estimated cash flows are updated quarterly to assess when a significant change has occurred. As such, the reduction in carrying value during the six months ended June 30, 2016, contributed to a 3% increase in the ratio of the accretable yield to carrying value as detailed in the table above. For more information about prepayment impacts see discussion below in response to the question regarding the reduction in carrying value. The nonaccretable difference reclassifications and impacts on carrying value of our Pick-a-Pay PCI portfolio caused by prepayments were the result of observed and forecasted economic strengthening, particularly in housing prices, and our loan modification efforts, both of which lowered expected defaults and losses, and increased prepayments.

•

 In regards to the PCI portion of the Pick-a-Pay portfolio discussed in more detail on page 30, please tell us why the weighted average life has not decreased significantly from prior periods. For example, the weighted average life was 12.7 years at December 31, 2013, decreased to 11.7 years as of December 31, 2014, and has remained fairly consistent with that level through June 30, 2016, when the weighted average life was 11.5 years.

Stephanie L. Sullivan

October 7, 2016

Page 4

Wells Fargo response:

The estimated weighted average life of the Pick-a-Pay PCI portfolio is influenced by passage of time, loan modifications, and our expectations for both defaults and prepayments included in our cash flow estimation process, which utilizes internally developed models for this portfolio. The weighted average life is an output from our quarterly cash flow estimation process. Since December 31, 2013, our weighted average life has declined by 1.2 years. While passage of time would have resulted in a decline of 2.5 years, the following factors partially offset the expected decline by 1.3 years during this period:

•

  Expected default rates significantly improved from 2013, reflecting observed and forecasted economic strengthening, primarily in housing prices, and when combined with the impacts of our loan modification efforts, lengthened our estimate of the portfolio’s weighted average life and increased our estimate of accretable yield as noted above.

•

  Expected prepayments increased from 2013 and, when combined with passage of time, offset the lengthening in the weighted average life from the improvement in expected defaults. We have calibrated our model estimates for prepayments two times during this period to reflect the observed trends in prepayment activity in this portfolio.

While we calibrate our model prepayment estimates as necessary to reflect improved prepayment and default experience, historically, we have expected that the credit-stressed borrower characteristics and distressed collateral values associated with our Pick-a-Pay PCI loans would limit the ability of these borrowers to prepay their loans. However, in second quarter 2016, we observed a sharp increase in prepayments in the modified segment of our Pick-a-Pay PCI portfolio, (i.e. approximately 70% has been modified) and some leveling off of defaults. While we typically observe seasonal increases in prepayments in the second quarter, the elevated prepayment level continued in third quarter 2016, indicating a trend. Unlike the relationships we have previously observed (as described above) where improvements in defaults and loan modification efforts have more than offset our updated prepayment expectations, we believe there will be limited further improvement in defaults such that increases in updated prepayment expectations are expected to result in a net reduction in our estimated weighted average life.

•

 Tell us in more detail the factors driving the $2.7 billion reduction (representing 13%) in the PCI portion of the Pick-a-Pay portfolio carrying value during the second quarter of 2016. As part of your response, please tell us how this reduction in carrying value was factored into your analysis to not change the accretable yield during the second quarter of 2016.

Wells Fargo response:

As detailed in the table below, the carrying value of the Pick-a-Pay PCI portfolio declined by $835 million or 4.5% (18% annualized) in second quarter 2016, $642 million or 3.4% (14% annualized) in first quarter 2016, and $2.5 billion or 12% during 2015.

Stephanie L. Sullivan

October 7, 2016

Page 5

Reductions in carrying value are driven primarily by loan amortization and resolutions, either liquidations or voluntary customer prepayments. The higher rate of carrying value reduction in second quarter 2016 was primarily attributed to increased levels of observed customer prepayments, which was consistent with our typical experience that prepayments are normally elevated in the second quarter due to seasonal factors impacting the home purchase market. Prepayments in second quarter 2016 increased 45% compared to first quarter 2016, which was consistent with the relative percentage increase we observed in second quarter 2015 compared to first quarter 2015. In addition, we have historically expected that the credit-stressed borrower characteristics and distressed collateral values associated with our Pick-a-Pay PCI loans would limit the ability of these borrowers to prepay their loans. Since the reduction in second quarter 2016 carrying value was not significantly inconsistent with our expectations, we did not change our accretable yield at that time.

•

 Tell us the process you perform to evaluate the weighted average life and accretable yield for this portfolio. As part of your response, describe how frequently this process is performed, and describe any internal controls over the process.

Wells Fargo response:

On a quarterly basis, we update our estimates of cash flows expected to be collected for our Pick-a-Pay PCI portfolio. This process involves using models that estimate the expected payments, defaults, losses, and prepayments over the estimated life of the portfolio. These models are validated by a separate model validation team. In reviewing the quarterly cash flow estimates, we review the trend of actual cash collected during the preceding periods to what was projected by the model estimates. We also review model performance for all key model projections such as prepayments, defaults, and losses on a quarterly basis to identify when a model may need to be calibrated. The weighted average life and accretable yield are outputs from this cash flow estimation process. Changes in the projected cash flows and weighted average life are rolled forward and attributed to key drivers and updates on a quarterly basis. Estimates, including any calibrations, associated with the Pick-Pay PCI portfolio are reviewed and challenged quarterly, prior to finalization of the PCI accounting and disclosures, by an executive level committee comprised of representatives from Corporate Finance (including the Corporate Controller and members of his team), Corporate Risk (including the Chief Risk Officer, the Chief Credit Officer and members of their teams) and the Home Mortgage line of business.

Stephanie L. Sullivan

October 7, 2016

Page 6

Model performance directly impacts our estimates of the weighted average life and accretable yield of the portfolio. The performance of the models are monitored and reviewed by subject matter experts from a cross-functional group of team members (e.g. corporate controller and credit monitoring groups). When deterioration in model performance outside of our pre-defined thresholds for tolerance occurs, it signals that a model needs to be replaced. Deterioration in model performance can occur when there are rapid and significant changes in economic variables such as house price appreciation or loan level borrower characteristics that were not observable for inclusion in the development of the model. The new model development process can take 6 to 12 months to complete and another 3 to 6 months for the model to be validated by key stakeholders, including validation by our internal model validation team, according to regulatory requirements. During this time period, depending on the magnitude and persistence in the trend of variances we observe in our model performance monitoring and cash flow back-testing results, we may calibrate the existing under-performing model in order to improve the estimate during the period of model re-development. As noted above, we have continually calibrated our models to reflect our best estimate of defaults, prepayments and losses based on the observable trends and expectations for each quarter. As part of our normal ongoing process, we will be implementing a new model in third quarter 2016 that will incorporate our most recent experience. We believe this new model will provide a better estimate of the expected defaults, prepayments and losses for the Pick-a-Pay PCI portfolio.

•

 Explain how the significant improvements in the credit quality of the borrowers (as evidenced by higher FICO scores) and significantly lower LTVs for the Pick-a-Pay portfolio are factored into your analysis to evaluate the weighted average life and accretable yield for this portfolio.

Wells Fargo response:

We rely on models to project the defaults, losses and prepayments associated with this Pick-a-Pay Portfolio. When a model is developed, historical loan level performance data, loan level attributes, and economic variables are evaluated to determine the correlation amongst all of these variables. Prior to the recent financial crisis, the industry did not have significant loan modification activities. As a result of the financial crisis, we have worked to estimate the expected performance of these customers after they receive a loan modification. Over time we continue to observe and collect more performance data on these loans and evaluate economic variables such as housing prices and unemployment. As models are developed, the sensitivity and correlation of the projected defaults, losses and prepayments to each loan level attribute such as LTV and FICO and each economic variable such as housing price index, may change as we are able to build upon the historical data observations and derive updated correlations to each of these variables to enhance our estimates. Since fourth quarter 2014, we have not observed significant improvement in the weighted average FICO score of this Pick-a-Pay PCI portfolio (632 in fourth quarter 2014; 640 in fourth quarter 2015; 643 in second quarter 2016). We have, however, observed significant improvement in the weighted average LTV ratios as calculated based on the total unpaid principal balance of the borrower

Stephanie L. Sullivan

October 7, 2016

Page 7

to the estimated collateral value (83% at December 31, 2014; 79% at December 31, 2015; and 74% at June 30, 2016).

The LTVs reported in table 19 of our second quarter of 2016 Form 10-Q are calculated based on our ‘adjusted unpaid principal balance’ which is net of write-downs to collateral value on severely delinquent loans. The LTVs based on the gross unpaid principal balance, as well as the current FICO scores are inputs to our model to estimate the projected defaults, losses and prepayments, which ultimately drive the estimated weighted average life and accretable yield.

Given the minimal improvement in borrower FICO scores, the distressed credit profile of these borrowers, and the historical data set used to develop our current models; our models to date have estimated that these borrowers will have limited ability to refinance their loans, despite the recent improvement in house prices. While we have c

Mail Stop 4720

September 2 3, 2016

Via E-mail
Richard  D. Levy
Executive Vice President  and Controller
Wells Fargo  & Company
420 Montgomery  Street
San Francisco,  CA  94163

Re: Wells Fargo  & Company
 Form 10-Q for  the Quarter  Ended June 30, 2016
Filed August 3, 2016
File No. 001 -02979

Dear Mr. Levy :

We have limited our review  of your filing  to the financial statements and related
disclosures and have the following comments.  In some of our comments, we may ask you to
provide us with information so we may better understand your disclosure.

Please respond to these comments within ten business days by providing the requested
informa tion or advise us as soon as possible when you will respond.  If you do not believe our
comments apply to your facts and circumstances, please tell us why in your response.

After reviewing your response to these comments, we may have additional comments .

Form 10 -Q for the Quarter Ended June 30, 2016

Risk Management – Credit Risk Management, page 22

Purchased Credit -Impaired Loans, page 23

1. We note your disclosure  that the carrying value of PCI loans at June 30, 2016, which
included $1.0 billion from the GE Capital acquisitions, totaled $19.3 billion, compared
with $20.0 billion at December 31, 2015.  These balances compar e to an accret able
difference  of $15.7 billion and $16.3 billion as of June 30, 2016 and December 31, 2015,
respectively.  Please respond to the following:

 Tell us why the accretabl e difference relative to the carrying value of PCI loans
continues to increase each period.  For example , it appears from disclosures in your

Richard D. Levy
Wells Fargo & Company
September 2 3, 2016
Page 2

 prior year filings that the accretable difference relative to the carrying value of PCI
loans has increased  from 73% at December 31, 2013, to 76% at December  31, 2014,
to 82% at December 31, 2015, and to 89% at June 30, 2016.

 In regards to the PCI portion of the Pick -a-Pay portfolio discussed  in more detail on
page 30, please tell us why the weighted average life has not decreased significantly
from prior periods.  For example, the weighted average life was 12.7 years at
December 31, 2013, decreased to 11.7 years as of December 31, 2014, and has
remained fairly consistent with that level through  June 30, 2016 when the weighted
average life was 11.5 years.

 Tell us in more detail the factors dri ving the $2.7 b illion reduction (representing  13%)
in the PCI portion of the Pick -a-Pay portfolio carrying value during the second
quarter of 2016.   As part of your response, please tell us how this reduction in
carrying value was factored into your analysis to not change the accretable yield
during the sec ond quarter of 2016.

 Tell us the process you perform to evaluate the weighted average life and accretable
yield for this portfolio.  As part of your response, describe ho w frequently this
process is performed, and describe any internal  controls over the process.

 Explain how the significant improvements in the credit quality of the borrowers (as
evidenced by higher FICO scores) and significant ly lower LTVs for the Pick -a-Pay
portfolio are factored into your analysis to evaluate the weighted average life  and
accretable yield for this portfolio .

We urge all persons who are responsible for the accuracy and adequacy of the disclosure
in the filing to be certain that the filing includes the information the Securities Exchange Act of
1934 and all applicable Exchange Act rules require.   Since the compa ny and its management are
in possession of all facts relating to a company’s disclosure, they are responsible for the accuracy
and adequacy of the disclosures they have made.

 In responding to our comments, please provide a written statement from the co mpany
acknowledging 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.

Richard D. Levy
Wells Fargo & Company
September 2 3, 2016
Page 3

You may contact  Michael Henderson, Staff Accountant  at (202) 551 -3364 or me at (202)
551-3512 with any questions.

Sincerely,

 /s/ Stephanie L. Sullivan

Stephanie L. Sullivan
Senior Assistant Chief Accountant
Office of Financial Services

January 2 7, 2015

Via E -mail
Richard D. Levy
Executive Vice President and Controller
Wells Fargo & Company
420 Montgomery Street
San Francisco, California 94163

Re: Wells Fargo & Company
 Form 10-Q for Fiscal Period Ended September 30, 2014
Filed November 5, 2014
File No. 1 -02979

Dear Mr. Levy :

We have completed our review of your filing.  We remind you that our comments or
changes to disclosure in response to our comments do not  foreclose the Commission from taking
any action with resp ect to the company or 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.  We urge all persons who are responsible for the
accuracy and adequacy of the di sclosure in the filing to be certain that the filing includes the
information the Securities Exchange Act of 1934 and all applicable rules require.

Sincerely,

/s/ Christian Windsor

Christian Windsor
Special Counsel

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		wfc11215corresp

January 12, 2015

VIA EDGAR AND ELECTRONIC MAIL

Christian Windsor

Special Counsel

Division of Corporation Finance

Securities and Exchange Commission

Mail Stop 4720

Washington, D.C. 20549

Re:    Wells Fargo & Company

Form 10-Q for Fiscal Period Ended September 30, 2014

Filed November 5, 2014

File No. 1-02979

Dear Mr. Windsor:

In response to the comments by the staff (“Staff”) of the Securities and Exchange Commission (“Commission”) contained in the Staff’s letter dated December 29, 2014, 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.

Form 10-Q for Fiscal Period Ended September 30, 2014

Management’s Discussion and Analysis of Financial Condition and Results of Operations (Financial Review), page 2

1.

 In your quarterly report, as well as in your annual reports and in earnings calls, you discuss the fact that your cross-sell program is a key element that management believes will help Wells Fargo meet its strategic goals. Please provide us with an explanation of the methodology you use to calculate the products per household and products per customer metrics, as discussed on page 3, and on pages 44 and 45 of your 2013 Annual Report. Also, please tell us to what extent your methodology for calculating the metric has changed over the last five years.

Christian Windsor, Special Counsel

January 12, 2015

Page 2

Wells Fargo response:

Our cross-sell strategy is to increase the number of products our customers utilize by offering them all of the financial products they need to satisfy their financial needs. We track our cross-sell activities based on whether the customer is a retail banking household or has a wholesale banking relationship. A retail banking household is a household that uses at least one of the following retail products - a demand deposit account, savings account, savings certificate, individual retirement account (IRA) certificate of deposit, IRA savings account, personal line of credit, personal loan, home equity line of credit or home equity loan. A household is determined based on aggregating all accounts with the same address. For our wholesale banking relationships, we aggregate all related entities under common ownership or control.

We report cross-sell metrics for our Community Banking and Wealth, Brokerage and Retirement (WBR) operating segments based on the average number of retail products used per retail banking household. For Community Banking the cross-sell metric represents the relationship of all retail products used by customers in retail banking households. For WBR the cross-sell metric represents the relationship of all retail products used by customers in retail banking households who are also WBR customers.

Products included in our retail banking household cross-sell metrics must be retail products and have the potential for revenue generation and long-term viability. Products and services that generally do not meet these criteria - such as ATM cards, online banking and direct deposit - are not included. In addition, multiple holdings by a brokerage customer within an investment category, such as common stock, mutual funds or bonds, are counted as a single product.

For our Wholesale Banking operating segment cross-sell represents the average number of Wholesale Banking (non-retail) products used per Wholesale Banking customer relationship. What we include as products in the cross-sell metric comes from a defined set of revenue generating products within the following product families: Credit, Treasury Management, Deposits, Risk Management, Foreign Exchange, Capital Markets & Advisory, Investments, Insurance, Trade Financing and Trust & Servicing. The number of customer relationships is based on tax identification numbers adjusted to combine those entities under common ownership or another structure indicative of a single relationship and includes only relationships that produced revenue for the period of measurement.

Our cross-sell measurement methodology has remained consistent over the last five years. However, our ability to measure and report these metrics was affected by our merger with Wachovia at the end of 2008 due to our efforts to integrate systems and align products and relationships. We commenced reporting on a combined basis for Community Banking in the fourth quarter of 2010 and also reported for East (primarily legacy Wachovia) and West (primarily legacy Wells Fargo) through the third quarter of 2012. We began regularly disclosing cross-sell metrics for WBR in the second quarter of 2011. Wholesale Banking initially introduced its cross-sell metrics at our May 22, 2012 Investor Day conference, and we began

Christian Windsor, Special Counsel

January 12, 2015

Page 3

regularly reporting them in the fourth quarter of 2012. Products included in the cross-sell measurement have been updated modestly over time to account for changes in our product offerings, but the definitions of retail banking households and Wholesale Banking customer relationships have remained unchanged over the last five years.

______________________________

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 me at (415) 222‑3119.

Very truly yours,

/s/ RICHARD D. LEVY        ___

Richard D. Levy

Executive Vice President and Controller

(Principal Accounting Officer)

cc:   John G. Stumpf, Chairman, President and Chief Executive Officer

John R. Shrewsberry, Senior Executive Vice President and Chief Financial Officer

December 29, 2014

Via E -mail
Richard D. Levy
Executive Vice President and Controller
Wells Fargo & Company
420 Montgomery Street
San Francisco, California 94163

Re: Wells Fargo & Company
 Form 10-Q for Fiscal Period Ended September 30, 2014
Filed November 5, 2014
File No. 1 -02979

Dear Mr. Levy :

We have reviewed your filing an d have the following comments.  In some of our
comments, we may ask you to provide us with information so we may better understand your
disclosure.

Please respond to this letter within ten business days by amending your filing, by
providing the requested information, or by advising us when you will provide the requested
response.   If you do not believe our co mments apply to your facts and circumstances or do not
believe an amendment is appropriate, please tell us why in your response.

After reviewing any amendment to your filing and the information you provide in
response to these  comments, we may have  additional comments.

Form 10 -Q for Fiscal Period Ended September 30, 2014

Management’s Discussion and Analysis of Financial Condition and Results of Operations
(Financial Review), page 2

1. In your quarterly report, as well as in your annual reports and in earnings calls, you
discuss the fact that your cross -sell program is a key element that management believes
will help Wells Fargo meet its strategic goals.   Please provide us with an explanation of
the methodology you use to calculate the pr oducts per household and products per
customer metrics, as discussed on page 3, and on pages 44 and 45 of y our 2013 Annual
Report.   Also, please tell us to what extent your methodology for cal culating the metric
has changed over the last five years.

Richard D. Levy
Wells Fargo & Company
December 29, 2014
Page 2

 We urge all persons who are responsible for the accuracy and adequacy of the disclosure
in the filing to be certain that the filing includes the information the Securities Exchange Act of
1934 and all applicable Exchange Act rules require.   Since the company and its management are
in possession of all facts relating to a company’s disclosure, they are responsible for the accuracy
and adequacy of the disclosures they have made.

 In responding to our comments, please provide  a writ ten statement from the company
acknowledging 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.

Please contact Alexandra M. Ledbetter, Attorney -Advisor, at (202) 551 -3317 or me at
(202) 551 -3419 with any questions.

Sincerely,

 /s/ Christian Windsor

Christian Windsor
Special Counsel

August 1 , 2012

Via E -mail
John G. Stumpf
Chairman, President and Chief Executive Officer
Wells Fargo & Company
420 Montgomery Street
San Francisco, California 94163

Re: Wells Fargo & Company
 Form 10-K for the Fiscal Year Ended December 31, 2011
Filed February 28, 2012
File No. 001 -02979

Dear Mr. Stumpf :

We have completed our review of your filing .  We remind you that our comments or
changes to disclosure in response to our comments do not foreclose the Commission from taking
any action with respect to the company or 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.  We urge all persons who are responsible for the
accuracy and adequacy of the disclosure in the filing  to be certain that the filing includes the
information the Securities Exchange Act of 1934 and all applicable rules require.

Sincerely,

 /s/ Michael Seaman for

Stephanie J. Ciboroski
Senior Assistant Chief Accountant

CORRESP
1
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SEC Comment Response Letter

 July 30, 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
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 July 20, 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 – Noninterest income, page 37

1.
Please confirm that your disclosure in future filings will reflect your response to prior comment one.

Wells Fargo response:

 We confirm that
our disclosure in future filings will reflect our response to comment one included in our letter dated May 1, 2012, as appropriate.

 Stephanie J. Ciboroski

 July 30, 2012

  Page
 2

 Definitive Proxy Statement on Schedule 14A filed March 15, 2012

2011 Annual Incentive Compensation, page 62

2.
We note your response to prior comment 14. Please expand your revised disclosure in future filings (to the extent applicable) to clarify for investors that the HRC
does not “adjust [the annual incentive award amount] to reflect the evaluation of the Labor Market Peer Group data.”

 Wells Fargo response:

 We will expand our revised disclosure in future filings (to the
extent applicable) to reflect the Staff’s comment. Set forth below is disclosure from our 2012 definitive proxy statement as expanded to reflect the Staff’s comment.

 2011 Annual Incentive Compensation, p. 62:

*    *    *

 In determining 2011 annual incentive awards for the named executives, the HRC considered information pertaining to the factors described above under “Compensation Program Governance.” Other than
achievement of one of the alternative Performance Policy goals, no one particular factor was considered to be more important than others in the HRC’s decision-making process. In addition, although the HRC reviewed compensation data for
similarly situated executives in the Labor Market Peer Group to assess the competitiveness of the Company’s overall pay and compensation mix, it did not make a separate preliminary determination of an annual incentive award amount and then
adjust it to reflect the evaluation of the Labor Market Peer Group data. The HRC determined to pay the 2011 annual incentive awards to the named executives in a combination of cash and RSRs in the following manner:

*    *    *

3.
Regarding your response to prior comment 15, it remains unclear how “the HRC evaluates business line financial results for the applicable business line
leader,” including the extent to which the HRC uses its discretion in awarding these awards. Please provide us with revised disclosure that clearly explains how the overall business line financial results for the applicable named executive
officers factor into the annual incentive awards that the HRC ultimately grants.

 Wells Fargo response:

The framework for how the HRC makes compensation decisions for the Company’s named executive officers, including executives with business line
responsibilities, is described in “Compensation Program Governance” on pages 56-61 of our 2012 definitive proxy statement. In determining annual incentive awards for executive officers with business line responsibilities, the HRC considers
the applicable business line’s financial performance, among other factors, with no one factor having a predetermined or set importance or weight in the HRC’s decision-

 Stephanie J. Ciboroski

 July 30, 2012

  Page
 3

making process other than achievement of one of the alternative Performance Goals that is required for any annual incentive to be paid to a named executive. The HRC does not evaluate business
line financial performance based on whether specific numerical business line targets were achieved, nor does it make a separate preliminary determination of an annual incentive award based on business line financial results and then use its
discretion to adjust the award up or down based on a subjective evaluation of other factors. Rather, the HRC evaluates business line financial performance holistically and not in isolation, taking into account not only the business line’s
financial results but also its contribution to the Company’s overall financial performance, the difficulty of achieving the results in the particular economic, regulatory or strategic environment, the quality of the results from a risk
management perspective, and the collaboration among business lines. The HRC may also consider the effects of acquisitions, divestitures, internal reorganizations or other changes in reporting relationships during the year on the business line’s
financial results. As part of its evaluation of business line performance, the HRC balances business line financial results with these other considerations, such that, in its discretion, the HRC may determine an award is appropriate for a named
executive even if the executive’s business line did not achieve its financial goals or may determine a maximum award is not advisable even if the executive’s business line exceeded its financial goals.

We will revise our future filings (to the extent applicable) to reflect the Staff’s comment. Set forth below is disclosure from our 2012 definitive
proxy statement as revised to reflect the Staff’s comment:

 2011 Annual Incentive Compensation; Carroll,
Hoyt, and Tolstedt, pp. 64-65:

 *    *    *

In determining the annual incentive awards for 2011, the HRC also considered each named executive’s success against his or her
objectives for 2011, one of which was the financial performance of his or her respective business line. The HRC did Financial performance was not evaluated financial performance based on whether
specific business line numerical financial targets were achieved – and therefore specific business line numerical financial targets were not material in the context of 2011 annual incentive award decisions for these named executives –
nor did it make a separate preliminary 2011 annual incentive award determination based on business line financial results and then adjust the award up or down based on other factors. Rather, Consistent with the process
described above in “Compensation Program Governance,” the HRC, in its discretion, evaluated business line financial results not in isolation or with a predetermined or set importance or weight, but rather financial performance
was evaluated holistically, and on a discretionary basis by the HRC, after also considering the in the context of the business line’s contribution to the Company’s overall financial performance, the difficulty
of achieving the results in the particular economic, regulatory or strategic market environment, the quality of the results from a and appropriate risk management perspective, and the collaboration
among business lines. Additionally, the HRC has structured a majority of the total pay for these named executives to be provided in Performance Shares rather than annual incentive compensation. The HRC believes this

 Stephanie J. Ciboroski

 July 30, 2012

  Page
 4

compensation design is appropriate given the Company’s diversified business model, and a desired focus on teamwork and the long-term performance of the Company as a whole, as opposed to
short-term financial results from annual individual business line performance.

 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 me at
(415) 222-3119.

Very truly yours,

/s/ RICHARD D. LEVY

Richard D. Levy

 Executive Vice President and Controller

 (Principal Accounting Officer)

cc:
John G. Stumpf, Chairman, President and Chief Executive Officer
Timothy J. Sloan, Senior Executive Vice President and Chief Financial Officer

July 20, 2012

Via E -mail
John G. Stumpf
Chairman, President and Chief Executive Officer
Wells Fargo & Company
420 Montgomery Street
San Francisco, California 94163

Re: Wells Fargo & Company
 Form 10-K for the Fiscal Year Ended December 31, 2011
Filed February 28, 2012
File No. 001 -02979

Dear Mr. Stumpf :

We have reviewed your response dated May 1, 2012 and have the following comments.
In some of our comments, we may ask you to provi de us with information so we may better
understand your disclosure.

Please respond to this letter within ten business days by providing the requested
information, or by advising us when you will provide the requested response.   Where we have
requested cha nges in future filings, please include a draft of your proposed disclosures that
clearly identifies new or revised disclosures.  If you do not believe our comments apply to your
facts and circumstances, please tell us why in your response.

After reviewing the information you provide in response to these  comments,  including
the draft of your proposed disclosures,  we may have  additional comments.

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

Exhibit 13 — Noninterest income, page 37

1. Please confirm that your  disclosure in future filings will reflect your response to prior
comment one.

Definitive Proxy Statement on Schedule 14A filed March 15, 2012

2011 Annual Incentive Compensation, page 62

2. We note your response to prior comment 14.  Please expand your revised disclosure in
future filings (to the extent applicable) to clarify for investors that the HRC does not

John G. Stumpf
Wells Fargo & Company
July 20, 2012
Page 2

 “adjust [the annual incentive award amount] to reflect the evaluation of the Labor Market
Peer Group data.”

3. Regarding your r esponse to prior comment 15, it  remains unclear how “the HRC
evaluates business line financial results for the applicable  business line leader, ” including
the extent to which the HRC uses its discretion in awarding these awards.  Please provide
us with rev ised disclosure that clearly explains how the overall business line financial
results for the applicable named executive officers factor into the annual incentive awards
that the HRC ultimately grants.

Please contact Celia Soehner at (202) 551 -3463 or Mic hael Seaman, Special Counsel, at
(202) 551 -3366 with any questions.

Sincerely,

 /s/ Stephanie J. Ciboroski

Stephanie J. Ciboroski
Senior Assistant Chief Accountant

CORRESP
1
filename1.htm

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

  Page
 2

 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

  Page
 3

 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

  Page
 4

 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

  Page
 5

 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

  Page
 6

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

  Page
 7

 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

April 17, 2012
 Via E-mail

John G. Stumpf Chairman, President and Chief Executive Officer Wells Fargo & Company
420 Montgomery Street
San Francisco, California 94163
Re: Wells Fargo & Company
 Form 10-K for the Fiscal Year Ended December 31, 2011
Filed February 28, 2012 Form 8-K Filed April 13, 2012 File No. 001-02979

Dear Mr. Stumpf:
 We have reviewed your filings and have the following comments.  In some of our
comments, we may ask you to provide us with  information so we may better understand your
disclosure.
 Please respond to this letter within ten business days by amending your filing, by
providing the requested information, or by advi sing us when you will provide the requested
response.  Where we have requested changes in  future filings, please include a draft of your
proposed disclosures that clearly identifies new or revised disclosu res.  If you do not believe our
comments apply to your facts and circumstances or  do not believe an amendment is appropriate,
please tell us why in your response.
 After reviewing any amendment to your filing and the information you provide in
response to these comments, including the draf t of your proposed disclosures, we may have
additional comments.    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 ma y, over time, mitigate at least half of the
earnings reduction resulting fr om the Durbin Amendment.

John G. Stumpf Wells Fargo & Company April 17, 2012 Page 2

 Table 15:  Contractual Obligations, page 45

2. We note that your table of contractual obligati ons 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 disclosu re 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 estim ated 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 inte rest 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.

Risk Management, page 46
 Foreign Loans and European Exposure, page 52

 3. We note your disclosure that you conduct peri odic stress tests of your significant country
risk exposures, analyzing the potential di rect and indirect impacts of various
macroeconomic and capital market scenarios.  Please expand this disclosure to discuss
examples of indirect risk exposures identif ied and describe how management monitors
and/or mitigates the effects of  indirect exposure to risk.
 Table 22: European Exposure, page 53

 4. We note footnote four to Tabl e 22 that states the gross not ional 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 pur chased on reference a ssets domiciled in
Europe.  Additionally, your disclosure indicat es that you did not have any “net exposure”
on sovereign CDS associated with European countr ies.    Please revise future filings to
disclose the gross notional amount of CD S sold and purchased on sovereign CDS
associated with European countries and indi cate the countries that are covered by these
sovereign CDS contracts.
 Table 32:  Troubled Debt Rest ructurings (TDRs), page 63

 5. We note your troubled debt restructurings (TDR s) 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.

John G. Stumpf Wells Fargo & Company April 17, 2012 Page 3

 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 th e ‘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 wh ere in Table 32 the portion of the loan that
did not successfully complete the trial peri od 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.
 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 fo r Chapter 11 bankruptcy.  Your disclosure
further states that you previously utilized PM I to provide mortgage  insurance on certain
loans originated and held in your portfolio.  Given the potential cr edit exposure in this
area, please quantify the amount and/or perc entage of your loans in your portfolio
covered by mortgage insurance provided by PM I.  Please also tell us whether you have
any other loans covered by mort gage insurers that are deferring claim payments or that
you have assessed as being non-investment grade.
 Foreclosure and Securiti zation 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 cl aims brought by attorneys general of most
states on the use of MERS and how it clouds th e ownership of the loan.  We also note
your disclosure on page 73 that  it is a common industry practi ce to record mortgages in
the name of MERS to facilita te securitizations and your disc losure on page 74 that your
practice is to obtain assign ments of mortgages from MERS prior to commencing
foreclosures.  Please clarify whether you contin ue to record mortgages in the name of
MERS for all your new securitizations in light  of 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.
 Consolidated Statement of Cash Flows, page 120

 9. We note your presentation of or iginations of loans held for sale (LHFS), purchases of
LHFS, and proceeds from sales of and princi pal collected on LHFS fo r 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 th e extent this is principally due to the

John G. Stumpf Wells Fargo & Company April 17, 2012 Page 4

 gain on sale of the loans, please clarify which line item the gain is reflected in on the
consolidated statements of income.  Additi onally, please clarify how the purchases of the
LHFS interact with the disclosure on pur chases and sales of LHFS presented on
page 142.
 Note 6:  Loans and Allowance for Credit Losses, page 141

 10. We note footnote one to your ta ble for purchases and sales of  loans and transfers from
(to) mortgages/loans held for sale at lower of cost or market on page 142.  Please explain
why government insured/guaranteed loans are excluded from this table if these loans
were on your books during the year and were sold  or transferred to mortgages/loans held
for sale.
 Consumer Credit Quality Indicators, page 146

 11. We note your consumer credit quality indica tor tables beginning on page 147 and that
you exclude government insured/guaranteed loans from these disclosures.  We also note
that 43 percent of this portfolio is over 90 days past due, but stil l accruing.  Given the
high level of delinquencies in this portfolio and the requirements fo r loan servicing of
government insured/guaranteed loans please revise future filings to include your
government insured/guaranteed loans in your credit quality indicator disclosures or at
least provide a footnote providi ng quantitative information about the delinquency status
of these loans.
 Note 8:  Securitizations and Vari able Interest Entities, page 160

 12. We note your tabular disclosure on page 167 for residential and commercial mortgage
servicing rights (MSRs) and the sensitivity of the current fair value to immediate adverse
changes in key assumptions.  We also note th e disclosure on page 171 that presents the
actual changes in fair value of MSRs due to changes in valuation model inputs or
assumptions.  In an effort to provide great er understanding between the sensitivity of the
MSRs valuation to key economic assumptions an d the actual fluctuat ion in the valuation
during the year, please revise fu ture filings to provide separa te sensitivity disclosures for
your commercial and residential MSRs.  In addition, in your MSR rollforward
disaggregate the “changes in fair value due to changes in valuation model inputs or
assumptions” line item either by the key assumpti ons from your sensi tivity disclosures or
those inputs discussed in foot note two of the rollforward, like interest rates and costs to
service, that had a significan t impact on the valuation, cons istent with the information
provided in response to comment 20 include d in your letter to the staff dated
May 25, 2011.

John G. Stumpf Wells Fargo & Company April 17, 2012 Page 5

 Definitive Proxy Statement on Schedule 14A filed March 15, 2012

 Related Person Transactions, page 46

 13. We note that you granted restricted share ri ghts to Messrs. Quigle y and Fuerhoff during
2011.  Please tell us the grant da te fair value of the RSRs a nd revise your disclosure in
future filings accordingly, as appropriate.  Refer to Regulation S-K Item 404(a)(3)-(4).
 2011 Annual Incentive Compensation, page 62

 14. We refer to your disclosure on pages 63 a nd 64 regarding the HRC’s consideration of
executive officer compensation in the Labor  Market Peer Group in determining 2011
annual incentive compensation awar ds.  Please revise your disclo sure in future filings to
clarify whether the HRC made any adjustment s to annual incentive awards based upon its
evaluation of the Labor Market Peer Group da ta, or to otherwise clarify how the HRC
considers this information as part of de termining these award amounts.  If the HRC
simply compares the compensation informa tion and does not make any adjustments,
please revise your disclo sure to so state.
 15. We note your disclosure on page 64 that the HRC does not evaluate the achievement of
“specific business line numerical targets” for Messrs. Carroll and Hoyt and for Ms.
Tolstedt and that the HRC evaluates financial performance “holistically and on a discretionary basis.”  Please revise your disclosu re in future filings to clarify this process,
including how the HRC utilizes its discreti on in granting annual incentive compensation
awards to Messrs. Carroll and Hoyt and Ms. Tolstedt.  For example, does the HRC
consider whether financial performance targ ets were met overall and then adjust the
award up or down based on its subjec tive evaluation?  Please advise.
 Form 8-K Filed on April 13, 2012

 Exhibit 99.1 – The Press Release, deemed “f iled” under Securities Exchange Act of 1934

Nonperforming Assets, page six
 16. We note your disclosure that you reclassifi ed to nonaccrual status $1.7 billion of
performing junior liens with a ssociated delinquent first liens  in accordance with industry
guidance during the first quarter.  You also state that your loan loss allowance already
considered the expected loss c ontent of these loans so the fi nancial impact was minimal.
Please explain how the “Interagency Superv isory Guidance on Allowance for Loan and
Lease Losses Estimation Practices for Loans a nd Lines of Credit Secu red by Junior Liens
on 1-4 Family Residential Properties” repr esents a change in industry guidance for
income recognition and accrual policy for junior  liens.  In addition, compare and contrast
your nonaccrual policy as disclosed on pa ge 125 of your Annual Report with your
nonaccrual policy as of March 31, 2012.

John G. Stumpf Wells Fargo & Company April 17, 2012 Page 6

 Changes in Liability for Mortgage  Loan Repurchase Losses, page 43

 17. We note your presentation of the rollforward of  the liability for mortgage loan repurchase
losses for the past five quarters.  We also  note that you have consistently reported a
provision due to the change in  estimate for this liability ranging from a low of
$214 million during the quarter ended Marc h 31, 2011 to a high of $429 million during
the quarter ended December 31, 2010, and on aver age recorded a quarterly increase due
to a change in estimate in the amount of $336 million during the past nine quarters.
Based on your disclosures included here, a nd in your 2011 Form 10-K, it appears these
repurchase demands primarily relate to 2006 to 2008 vintages and to GSE-guaranteed
MBS.  We note your disclosure that the cha nge in estimate results from such factors as
credit deterioration, changes in investor demand and mortgage insurer practices, and
changes in the financial stability of corres pondent lenders.  In li ght of the relatively
consistent level of changes in estimate during the past nine quarters, please provide more
specific discussion and quantification of the f actors driving the change in estimate.  In
this regard, we note that total demands outst anding have decreased, as well as the fact
that your model factors in expected repur chase demands and so it is unclear what
specifically drove the change in estimate during the first quarter of 2012.  We also note
that per your sensitivity analysis provid ed on page 72 of your 2011 Form 10-K that it
would take greater than a 25 pe rcent change in your loss a ssumption, or greater than a 25
percent change in your repurchase assumption to drive a $368 million change in estimate.
To the extent that a 25 percent change in  assumption is not realistic, please provide
additional sensitivities/assumptions for your mortgage repurchase liability.   We urge all persons who are responsible for th e accuracy and adequacy of the disclosure
in the filing to be certain that the filing include s the information the Securities Exchange Act of
1934 and all applicable Exchange Act rules requir e.  Since the company and its management are
in possession of all facts relating to a company’s disclosure, they are responsible for the accuracy
and adequacy of the disclosures they have made.
 In responding to our comments, please provi de a written statement from the company
acknowledging that:
 the company is responsible for the adequacy an d accuracy of the disclo sure 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 federa l securities laws of  the United States.

John G. Stumpf Wells Fargo & Company April 17, 2012 Page 7

 You may contact Lindsay McCord at (202)  551-3417 or me at (202) 551-3512 if you
have questions regarding comments on the financ ial statements and related matters.  Please
contact Celia Soehner at (202) 551-3463 or Mich ael Seaman, Special Counsel, at (202) 551-3366
with any other questions.
Sincerely,
   /s/ Stephanie J. Ciboroski
Stephanie J. Ciboroski Senior Assistant Chief Accountant

January 30, 2012
 Via E-mail

Richard D. Levy Executive Vice President and Controller Wells Fargo & Company 420 Montgomery Street San Francisco, California 94163
Re: Wells Fargo & Company
 Forms 10-Q for Fiscal Quarters Ended
June 30, 2011 and September 30, 2011 Filed August 5, 2011 and November 8, 2011 File No. 001-02979

Dear Mr. Levy:
We have completed our review of your f ilings.  We remind you that our comments or
changes to disclosure in res ponse to our comments do not fore close the Commission from taking
any action with respect to the company or the filings and the company may not assert staff
comments as a defense in any proceeding ini tiated by the Commission or any person under the
federal securities laws of the United States.  We urge all pers ons who are responsible for the
accuracy and adequacy of the disclosure in the fi lings to be certain that the filings include the
information the Securities Exchange Act of 1934 and all applicable rules require.
 Sincerely,

 /s/ Stephanie L. Hunsaker
Stephanie L. Hunsaker Senior Assistant Chief Accountant

CORRESP
1
filename1.htm

Correspondence

 December 21, 2011

 VIA EDGAR AND ELECTRONIC MAIL

 Stephanie L. Hunsaker

Senior Assistant Chief Accountant

 Division of
Corporation Finance

 Securities and Exchange Commission

 Mail Stop 4720

 Washington, D.C. 20549

Re:
Wells Fargo & Company

Forms 10-Q for Fiscal Quarters Ended

June 30, 2011 and September 30, 2011

Filed August 5, 2011 and November 8, 2011

File No. 001-02979

 Dear Ms. Hunsaker:

 In response to the comments by the staff (“Staff”) of the Securities and Exchange Commission (“Commission”) contained in
the Staff’s letter dated December 13, 2011, 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. Defined or abbreviated terms used in this response but not defined herein shall have the definitions assigned in the Form 10-Q for the quarter ended September 30, 2011.

General

1.
 We have become aware through various news reports that you may have accessed various Federal Reserve and Federal Deposit Insurance Corporation
sponsored funding programs during 2008 and 2009, including the Term Auction Facility (TAF), the Commercial Paper Funding Facility (CPFF), the Temporary Liquidity Guarantee Program (TLGP), the Primary Dealer Credit Facility (PDCF) and the Term
Securities Lending Facility (TSLF). We note from your disclosures during these periods that you appear to disclose the participation in the TLGP, along with the amounts of borrowing outstanding as of the balance sheet dates for this
program, but you do not appear to have provided any discussion about certain other programs that were in existence at this time, such as the TAF, CPFF, PDCF and TSLF. To the extent that you had borrowings

 Stephanie L. Hunsaker

 December 21, 2011

  Page
 2

under any of these programs during those periods, please tell us how you concluded that quantitative and qualitative disclosure about your participation in these programs was not required.
Additionally, please provide your analysis as to whether you believe that any participation in these programs constituted a form of federal financial assistance, such that additional disclosure may have been required as to the effects of this
assistance on your financial condition and results of operations pursuant to the guidance in FRC 501.06.c. Effects of Federal Financial Assistance Upon Operations.

Wells Fargo response:

 Wells Fargo did
not participate in the Commercial Paper Funding Facility (CPFF), Primary Dealer Credit Facility (PDCF) or Term Securities Lending Facility (TSLF). Moreover, we did not participate in the Term Asset-Backed Securities Loan Facility (TALF), nor did we
access the Federal Reserve’s discount window for liquidity purposes during 2008 and 2009.

 We did participate in the Term Auction
Facility (TAF) during 2008 through August 2009. TAF was established by the Federal Reserve in December 2007, and represented one of several sources of competitive, low-cost short term funding available to us. TAF involved market pricing based on
auctions conducted by the Federal Reserve that included multiple market participants. At December 31, 2008, our short-term borrowings under TAF totaled $72.5 billion, which included $40 billion of TAF borrowings by Wachovia Corporation at the time
of acquisition. However, the TAF borrowings were classified differently in the legacy Wells Fargo and Wachovia accounting systems (which had not been integrated as of the time the 2008 Form 10-K was prepared), which resulted in our reporting of
$32.5 billion of the TAF borrowings in the “Commercial paper and other short-term borrowings” line item, and the $40 billion of Wachovia TAF borrowings reported in the “Federal funds purchased and securities sold under agreements to
repurchase” line item of Note 13 (Short-Term Borrowings) in our 2008 Form 10-K. Despite the accounting systems difference, our management did not distinguish TAF from other sources of short-term borrowings, such as federal funds purchased,
commercial paper or securities sold under repurchase agreements, because TAF represented one of the various similar sources of short-term market-based funding at the time. We ceased participating in TAF in August 2009 due to our post merger increase
in deposit balances and overall reduction in short term borrowings.

 We believe FRC 501.06.c does not apply to us because we have not entered
into any federally assisted acquisitions or restructurings; in fact, our acquisition of Wachovia was specifically structured not to receive federal financial assistance. In addition, we do not believe that participation in the
referenced programs constituted a form of federal financial assistance within the scope of FRC 501.06.c. Our participation in these federal programs was not “intended to make the surviving financial institution a viable entity.” We
were a viable entity regardless of whether we participated in the programs. Further, our participation in the programs did not have the characteristics of the examples in FRC 501.06.c, as participation did not provide: yield maintenance assistance;
indemnification against certain loss contingencies; the purchase of equity securities for cash or a note from a federal agency; or arrangements designed to insulate us from the economic effects of problem assets. Regardless of our belief that
participation in the referenced programs did not constitute a form of federal financial assistance, our participation in

 Stephanie L. Hunsaker

 December 21, 2011

  Page
 3

the referenced programs did not materially affect, and was not reasonably likely to have a material future effect upon our financial condition or results of operations. Therefore, FRC 501.06.c
did not require us to make any additional disclosure as to the effects of this participation on our financial condition and results of operations.

 Form 10-Q for Fiscal Quarter Ended June 30, 2011

 Risk Factors, page 57

 Effective liquidity management, which ensures that we can meet…, page 58

2.
In future filings, please expand your risk factor disclosure to explain any adverse impact that recent
downgrades of your credit ratings have had on your ability to access the capital markets and funding costs. Please also disclose what
credit agencies have issued downgrades or a negative watch to you. Furthermore, please disclose the additional collateral or other obligations that have been required as a result of the downgrades and
that may be required as a result of additional one and two notch downgrades in your credit ratings. We note that some of this information is contained in note
12 to the financial statements in your Form 10-Q filed on November 8, 2011 and believe this information should be included in the risk factor discussion as it will assist
an investor in understanding the risk and potential consequences.

 Wells Fargo response:

In response to the Staff’s comment, the following is a draft of expanded risk factor disclosure relating to our credit ratings, substantially as it
would appear in our future filings, to the extent the risks are required to be disclosed pursuant to Item 503(c) of Regulation S-K:

 On September 21, 2011, Moody’s Investors Service, Inc. downgraded the long-term senior debt ratings of the Parent and Wells Fargo Bank, N.A. (“Wells Fargo Bank”) one notch to A2 and Aa3,
respectively, based on its determination that, as a result of the Dodd-Frank Act, the U.S. government is less likely to support systemically important financial institutions, if needed, than during the financial crisis. The short-term debt ratings
of the Parent and Wells Fargo Bank were affirmed at Prime-1. Moody’s outlook on the Parent’s and Wells Fargo Bank’s long-term senior debt ratings is negative based on the possibility that Moody’s may further reduce its
assumptions about the likelihood of systemic support for systemically important financial institutions. On November 29, 2011, Standard & Poor’s Ratings Service downgraded the long-term senior debt ratings of the Parent and Wells Fargo Bank
one notch to A+ and AA-, respectively, following changes in Standard & Poor’s ratings criteria for the global banking industry. Standard & Poor’s also reduced the Parent’s short-term debt rating one notch to A-1, affirmed
Wells Fargo Bank’s short-term debt rating at A-1+, and maintained a negative outlook on the Parent’s long-term debt. On December 15, 2011, Fitch, Inc., the third primary credit ratings agency, affirmed both the Parent’s and Wells
Fargo Bank’s long-term senior debt ratings and short-term debt ratings at AA- and F1+, respectively, and maintained a stable watch on those ratings.

 Stephanie L. Hunsaker

 December 21, 2011

  Page
 4

Although the availability and cost of funding are influenced by credit ratings, to date the Moody’s and Standard & Poor’s
ratings downgrades described above have not adversely affected our ability to access the capital markets or fund our operations. In addition to credit ratings, which are based on the ratings agencies’ analysis of many quantitative and
qualitative factors, such as our capital adequacy and the level and quality of our earnings, our borrowing costs are affected by various other external factors, including market volatility and concerns or perceptions about the financial services
industry generally. To date, we do not believe there has been any meaningful change in our borrowing costs specifically relating to the ratings downgrades. In addition, reductions in our credit ratings do not cause us to violate any of our debt
covenants. There can be no assurance, however, that more severe credit ratings downgrades in the future would not materially affect our ability to borrow funds and borrowing costs.

Downgrades in our credit ratings also may trigger additional collateral or funding obligations which could negatively affect our
liquidity, including as a result of credit-related contingent features in certain of our derivative contracts. The recent Moody’s and Standard & Poor’s ratings downgrades have not triggered, and additional one and two notch downgrades
in our credit ratings would not be expected to trigger, a material increase in our collateral or funding obligations. However, in the event of a more severe credit rating downgrade of our long-term and short-term credit ratings, the increase in our
collateral or funding obligations and the effect on our liquidity could be material. For information regarding additional collateral and funding obligations required of certain derivative instruments in the event our credit ratings were to fall
below investment grade, see Note 16 (Derivatives) to Financial Statements in our 2011 Form 10-K.

 Form 10-Q for Fiscal Quarter Ended
September 30, 2011

 Risk Management – Credit Risk Management, page 20

Table 25: Analysis of Changes in TDRs, page 40

3.
We note your TDR rollforward and the line items “Inflows” and “Outflows.” Please tell us and revise future filings to disclose a description of
each line item. In your response, state whether “Outflows” include the removal of a TDR with an outstanding balance from TDR designation.

 Wells Fargo response:

 Substantially all TDR inflows are due to new TDRs. Some increases
occur for existing TDRs where we had commitments to lend additional funds. TDR outflows consist predominately of charge-offs, foreclosures, pay downs, and sales. We continue the TDR classification and accounting for the life of TDR loans unless they
meet the exception provisions of ASC 310-40-50-2, which rarely occurs. Through the date of this response we have only removed four loans from TDR status in 2011 totaling approximately $55 million. We will revise our future filings to expand our
explanation of TDR inflows and outflows.

 Stephanie L. Hunsaker

 December 21, 2011

  Page
 5

 Note 1:
Summary of Significant Accounting Policies, page 67

4.
We note your disclosure on page 68 regarding the private forward repurchase contract. Please respond to the following:

•

 tell us the business reasons for entering into this type of contract;

Wells Fargo response:

 As discussed on
page 53 of the Form 10-Q, we submitted a capital plan for 2011 to the FRB that included proposed capital actions, including common stock dividends, share repurchases and trust preferred securities redemptions. Pursuant to FRB supervisory guidance,
the submitted capital plan specified our proposed capital actions for each quarter of 2011. Following the FRB’s non-objection to our capital plan, a fixed dollar amount was available per quarter for our share repurchases in 2011. Given the
finite amount of quarterly share repurchase authority, we analyzed a number of different structured repurchase transaction options that would enhance the economic benefit and efficient use of those finite dollars, ensure the quarterly allocation was
spent in the applicable quarter, and complement our open market share repurchase strategies.

 We entered into the forward repurchase contract
referenced on pages 53 and 68 of the Form 10-Q because we believed the characteristics of that transaction suited the purposes discussed above. For example, the up-front purchase price assured third quarter payment, satisfying our quarterly capital
plan allocation. In addition, that structure included a $1.00 per share discount to the arithmetic average of our Rule 10b-18 volume-weighted average common share price (“VWAP”) for the trading days in the transaction’s valuation
period. The counterparty provides the per share discount for its ability to settle prior to the contract’s maximum 3-month expiration. Finally, when the transaction was entered into, we believed the contract’s pricing provided an
attractive economic alternative compared to pricing we might otherwise realize in open market repurchases during the same period, which would include brokerage commissions.

•

 provide your accounting analysis under ASC 815-40 supporting permanent equity treatment for this arrangement; and

Wells Fargo response:

 During third
quarter 2011, we entered into a freestanding, three month, private forward repurchase contract to acquire the Company’s common stock. In exchange for a payment of $150 million at the inception of the contract, we received a variable number
of shares at the contract settlement date. The number of shares received was based on our VWAP over the contract term. The contract required settlement in common shares unless certain events occurred, in which case, we had the option to
receive cash or shares. The counterparty had the option to accelerate the contract settlement by delivering shares prior to contractual maturity. The contract also contained exercise contingencies that provided for an automatic acceleration or
optional extension by the counterparty of the contract settlement date.

 Stephanie L. Hunsaker

 December 21, 2011

  Page
 6

 The forward
repurchase contract did not require asset or liability recognition under ASC 480 or ASC 815-10 because it was a fully prepaid forward contract and therefore did not require the Company to transfer assets or issue equity shares at settlement. As
such, we evaluated the contract under ASC 815-40, which applies to freestanding financial instruments that are indexed to, and potentially settled in, an entity’s own stock. Under ASC 815-40, the forward repurchase contract may be
classified as equity if the contract is both indexed to our stock and does not permit the counterparty to settle all or a portion of the contract in cash.

 To determine whether the forward repurchase contract was indexed to our common stock, we evaluated the contract’s exercise contingencies and settlement provisions. The exercise contingencies
were only based on unobservable events, such as the counterparty’s violation of securities laws or certain contract terms, or the delisting, merger or nationalization of the Comp

December 13, 2011
 Via E-mail

Richard D. Levy Executive Vice President and Controller Wells Fargo & Company 420 Montgomery Street San Francisco, California 94163
Re: Wells Fargo & Company
 Forms 10-Q for Fiscal Quarters Ended
June 30, 2011 and September 30, 2011 Filed August 5, 2011 and November 8, 2011 File No. 001-02979

Dear Mr. Levy:
 We have reviewed your filings and have the following comments.  In some of our
comments, we may ask you to provide us with  information so we may better understand your
disclosure.
 Please respond to this letter within te n business days by amending your filings, by
providing the requested information, or by advi sing us when you will provide the requested
response.  Where we have requested changes in  future filings, please include a draft of your
proposed disclosures th at clearly identifie s new or revised disclosures.   If you do not believe our
comments apply to your facts and circumstances or  do not believe an amendment is appropriate,
please tell us why in your response.
 After reviewing any amendment to your f ilings and the information you provide in
response to these comments, including the draf t of your proposed disclosures, we may have
additional comments.    General

1. We have become aware through various news reports that you may have accessed various
Federal Reserve and Federal Deposit Insura nce Corporation sponsored funding programs
during 2008 and 2009, including the Te rm Auction Facility (TAF), the Commercial Paper
Funding Facility (CPFF), the Temporary Li quidity Guarantee Program (TLGP), the
Primary Dealer Credit Facility (PDCF) a nd the Term Securities Lending Facility
(TSLF).  We note from your disclosures during these periods that you appear to disclose
the participation in the TLGP , along with the amounts of borrowing outstanding as of the
balance sheet dates for this  program, but you do not appe ar to have provided any
discussion about certain other pr ograms that were in existenc e at this time, such as the

Richard D. Levy Wells Fargo & Company December 13, 2011 Page 2

 TAF, CPFF, PDCF and TSLF.  To the extent  that you had borrowings under any of these
programs during those periods, please tell us  how you concluded that quantitative and
qualitative disclosure about your participation in these programs was not required.
Additionally, please provide your analysis as to whether you believe that any
participation in these programs constituted a form of federal financial assistance, such that additional disclosure may have been requ ired as to the effects of this assistance on
your financial condition and results of ope rations pursuant to the guidance in FRC
501.06.c.  Effects of Federal Financia l Assistance Upon Operations.
 Form 10-Q for Fiscal Quarter Ended June 30, 2011

 Risk Factors, page 57

 Effective liquidity management, which ensures that we can meet…, page 58

 2. In future filings, please expand your risk factor  disclosure to explain any adverse impact
that recent downgrades of your credit rati ngs have had on your ability to access the
capital markets and funding costs.  Please also disclose what credit agencies have issued
downgrades or a negative watc h to you.  Furthermore, please disclose the additional
collateral or other obligations that have been  required as a result of the downgrades and
that may be required as a result of add itional one and two notch downgrades in your
credit ratings.  We note that some of this information is contained in note 12 to the
financial statements in your Form 10-Q filed on November 8, 2011 and believe this
information should be included in the risk factor  discussion as it will as sist an investor in
understanding the risk and potential consequences.
 Form 10-Q for Fiscal Quarter Ended September 30, 2011

Risk Management – Credit Risk Management, page 20

Table 25:  Analysis of Changes in TDRs, page 40

3. We note your TDR rollforward and the lin e items “Inflows” and “Outflows.”
Please tell us and revise future filings to di sclose a description of each line item.  In your
response, state whether “Outflows” include the removal of a TDR with an outstanding
balance from TDR designation.
 Note 1:  Summary of Significan t Accounting Policies, page 67

4. We note your disclosure on page 68 regarding the private forward repurchase contract.
Please respond to the following:
 tell us the business reasons for ente ring into this type of contract;

Richard D. Levy Wells Fargo & Company December 13, 2011 Page 3

  provide your accounting analysis under ASC 815-40 supporting permanent equity
treatment for this arrangement; and

 provide a sample calculation as  to how the terms of the forward repurchase contract
operates upon settlement.

We urge all persons who are responsible for th e accuracy and adequacy of the disclosure
in the filings to be certain that the filing incl udes the information that the Securities Exchange
Act of 1934 and all applicable Exchange Act rules require.  Since the company and its
management are in possession of all facts re lating to a company’s disclosure, they are
responsible for the accuracy and adequacy of the disclosures they have made.

 In responding to our comments, please provi de a written statement from the company
acknowledging that:
 the company is responsible for the adequacy an d accuracy of the disclo sure 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 federa l securities laws of  the United States.

You may contact Lindsay McCord at (202)  551-3417 or Stephanie Hunsaker, Senior
Assistant Chief Accountant, at  (202) 551-3512 if you have questi ons regarding comments on the
financial statements and related matters.  Pl ease contact Celia Soe hner at (202) 551-3463 or
Michael Seaman, Special Counsel, at ( 202) 551-3366 with any other questions.

Sincerely,
   /s/ Michael Seaman for
Stephanie Hunsaker Senior Assistant Chief Accountant

CORRESP
1
filename1.htm

corresp

    Richard D. Levy

Executive Vice President & Controller

    MAC AO163-039

343, Sansome Street. 3rd Floor

San Francisco, CA 94104

415 222-3119

415 975-6871 Fax

richard.d.levy@wellsfargo.com

August 3, 2011

VIA EDGAR AND ELECTRONIC MAIL

Stephanie L. Hunsaker

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, 2010

Filed February 25, 2011

File No. 001-02979

Dear Ms. Hunsaker:

In response to follow-up discussions we’ve conducted with you concerning comments by the staff
(“Staff”) of the Securities and Exchange Commission (“Commission”) contained in the Staff’s letter
dated July 13, 2011, 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 updates to previously submitted proposed
changes to our current disclosures.

Form 10-K for Fiscal Year Ended December 31, 2010

Risk Management — Credit Risk Management, page 54

Table 25: Home Equity Portfolios, page 63

    1.

    We note your response to prior comment one from our letter dated June 9, 2011
that your approach is to incorporate the default rates for junior liens behind
delinquent first liens into your delinquency roll rate models. However, we note that in
cases where you hold the junior lien behind a third party senior lien (which is 41% of
the time for this loan category) you are not aware of whether the senior lien is
delinquent or not, so please expand your disclosure in future filings to discuss how
your modeling captures this risk, particularly since the delinquency and loss
statistics are more severe in situations where you also do not own or service the
senior lien. Additionally, we note

Stephanie L. Hunsaker

August 3, 2011

Page 2

    your response to prior comment five from our letter dated May 11, 2011 that you have an indication
of whether the senior lien is in default from reviewing credit bureau data which is not specific to
which mortgage the borrower may have that is delinquent, but it is unclear how this is considered
in your analysis, so please also address this in your future filings.

Wells Fargo response:

We will revise future filings as follows:

We continuously monitor the credit performance of our junior lien mortgage portfolio for
trends and factors that influence the frequency and severity of loss. We have observed that
the severity of loss for junior lien mortgages is high and generally not affected by whether
we or a third party own or service the related first mortgage, but that the frequency of
loss is lower when we own or service the first mortgage. Although we have observed that
delinquency and default rates are lower when we own or service the related first mortgage,
we have limited information available to identify which of our junior liens are behind
delinquent third party originated or serviced first mortgages. To capture this loss content,
we refined our allowance process during second quarter 2011
utilizing the experience of our junior lien mortgages behind delinquent first liens
that are owned or serviced by us adjusted for observed higher delinquency rates
associated with junior lien mortgages behind third party first mortgages. We then
incorporated this expected loss content into our allowance for loan losses,
which added $210 million to our allowance.

    2.

    We note your response to prior comment two from our letter dated June 9, 2011
that in substantially all cases, your junior lien positions modified under 2MP were
performing at the time of the modification. As part of your proposed disclosure
addressing the items discussed in comment one, please also discuss whether
modifications under 2MP or other modification programs involving your junior liens
typically result in significant additional allowances being recorded at the time of
modification as prior to that point the loan would appear to be performing.

Wells Fargo response:

While our junior liens are typically performing at the time of their modification, the related
first liens have generally shown some level of delinquency prior to our consideration of a
modification. As noted in our response to comment one above, we have incorporated the performance
of a junior lien behind a delinquent first lien into our loss forecasting calculations. In
addition, our allowance considers the impact of modifications, including those that are probable to
occur, by incorporating the associated credit cost, including re-defaults of modified loans and
projected loss severity. Accordingly, the loss content associated with existing and probable
modifications has been considered in our allowance methodology and substantial incremental
allowances are not expected at the time of modification.

Stephanie L. Hunsaker

August 3, 2011

Page 3

We will revise future filings as follows:

Page 72

Risk Management — Credit Risk Management — Allowance for Credit Losses

In determining the appropriate allowance attributable to our residential mortgage
portfolio, we incorporate the default rates and high severity of loss for junior lien
mortgages behind delinquent first lien mortgages into our loss forecasting calculations. In
addition,the loss rates we use in determining our
allowance analysis include
the impact of our established loan modification programs. When modifications occur or are
probable to occur, our allowance considers the impact of these modifications, taking into
consideration the associated credit cost, including re-defaults of modified loans and
projected loss severity. Accordingly, the The loss content associated with the
effects of existing and probable loan modifications and junior lien mortgages behind
delinquent first lien mortgages has been captured in our allowance methodology.

********************

PAGE 58

Risk Management — Credit Risk Management — Real Estate 1-4 Family Mortgage
Loans

We continue to modify real estate 1 — 4 family mortgage loans to assist homeowners
and other borrowers in the current difficult economic cycle. Loans are underwritten at the
time of the modification in accordance with underwriting guidelines established for
governmental and proprietary loan modification programs. As a participant in the U.S.
Treasury’s Making Home Affordable (MHA) programs, we are focused on helping the customers
stay in their homes. The MHA programs create a standardization of modification terms
including incentives paid to borrowers, servicers, and investors. MHA includes the Home
Affordable Modification Program (HAMP) for first lien loans and the Second Lien Modification
Program (2MP) for junior lien loans. Under both our proprietary programs and the MHA
programs, we may provide concessions such as interest rate reductions, forbearance of
principal, and in some cases, principal forgiveness. These programs generally include trial
periods of three months, and after successful completion and compliance with terms during
this period, the loan is considered to be modified. See the “Allowance for Credit Losses”
section for discussion on how we determine the allowance attributable to our modified
residential real estate portfolios.

Stephanie L. Hunsaker

August 3, 2011

Page 4

********************

In addition, the additional “PIIGS” disclosure we will include in future filings is as
follows:

FOREIGN LOANS At June 30, 2011, foreign loans represented approximately 5% of our total
consolidated loans outstanding and approximately 3% of our total assets. The United Kingdom
was the only individual foreign country with cross-border outstandings, defined to include
loans, acceptances, interest-bearing deposits with other banks, other interest bearing
investments and any other monetary assets that exceeded 0.75% of our consolidated assets at
June 30, 2011. The United Kingdom cross-border outstandings amounted to approximately $9.5
billion, or 0.75% of our consolidated assets, and included $1.7 billion of sovereign claims.
Recently, there has been increased focus on the exposure of U.S. banks to Greece, Ireland,
Italy, Portugal and Spain, which have experienced credit deterioration due to economic
weakness and their respective fiscal situations. At June 30, 2011, our gross outside
exposure to these five countries, including cross-border claims on an ultimate risk basis,
and foreign exchange and derivative products, aggregated approximately $3.2 billion. Of this
amount, we held approximately $100 million in sovereign claims, substantially all for
Ireland, and no sovereign claims for Greece, Portugal and Spain. We did not have any
sovereign credit default swaps that we have written or received associated with Greece,
Ireland, Italy, Portugal and Spain.

     Our foreign country risk monitoring process incorporates frequent dialogue with our
foreign financial institution customers, counterparties and regulatory agencies, enhanced by
centralized monitoring of macroeconomic and capital markets conditions. We establish
exposure limits for each country via a centralized oversight process based on the needs of
our customers, and in consideration of relevant economic, political, social, legal, and
transfer risks. We monitor exposures closely and adjust our limits in response to changing
conditions.

Stephanie L. Hunsaker

August 3, 2011

Page 5

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 me at (415)
222-3119.

    Very truly yours,

    /s/ RICHARD D. LEVY

    Richard D. Levy

    Executive Vice President and Controller

(Principal Accounting Officer)

    cc:

    John G. Stumpf, Chairman, President and Chief Executive Officer

Timothy J. Sloan, Senior Executive Vice President and Chief Financial Officer

August 3, 2011
 Via E-Mail

Richard D. Levy Executive Vice President & Controller Wells Fargo & Company 420 Montgomery Street San Francisco, California 94163
Re: Wells Fargo & Company
 Form 10-K for Fiscal Year Ended December 31, 2010
Filed February 25, 2011 Form 10-Q for Fiscal Quarter Ended March 31, 2011 Filed May 6, 2011 File No. 001-02979

Dear Mr. Levy:
We have completed our review of your f ilings.  We remind you that our comments or
changes to disclosure in res ponse to our comments do not for eclose the Commission from taking
any action with respect to the company or the filings and the company may not assert staff
comments as a defense in any proceeding ini tiated by the Commission or any person under the
federal securities laws of the United States.  We urge all pers ons who are responsible for the
accuracy and adequacy of the disclosure in the fi lings to be certain that the filings includes the
information the Securities Exchange Act of 1934 and all applicable rules require.

Sincerely,
  /s/ Stephanie L. Hunsaker
Stephanie L. Hunsaker Senior Assistant Chief Accountant

CORRESP
1
filename1.htm

corresp

July 21, 2011

VIA EDGAR AND ELECTRONIC MAIL

Stephanie L. Hunsaker

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, 2010

Filed February 25, 2011

File No. 001-02979

Dear Ms. Hunsaker:

In response to the comments by the staff (“Staff”) of the Securities and Exchange Commission
(“Commission”) contained in the Staff’s letter dated July 13, 2011, 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, 2010

Risk Management — Credit Risk Management, page 54

Table 25: Home Equity Portfolios, page 63

    1.

    We note your response to prior comment one from our letter dated June 9, 2011
that your approach is to incorporate the default rates for junior liens behind
delinquent first liens into your delinquency roll rate models. However, we note that in
cases where you hold the junior lien behind a third party senior lien (which is 41% of
the time for this loan category) you are not aware of whether the senior lien is
delinquent or not, so please expand your disclosure in future filings to discuss how
your modeling captures this risk, particularly since the delinquency and loss
statistics are more severe in situations where you also do not own or service the
senior lien. Additionally, we note your response to prior comment five from our letter
dated May 11, 2011 that you have

Stephanie L. Hunsaker

July 21, 2011

Page 2

an indication of whether the senior lien is in default
from reviewing credit bureau data which is not specific to which mortgage the borrower
may have that is delinquent, but it
is unclear how this is considered in your analysis, so please also address this in your
future filings.

Wells Fargo response:

We will revise future filings as follows:

We continuously monitor the credit performance of our junior lien mortgage portfolio.
Although we have observed that delinquency and default rates are lower when we own or
service the related first mortgage, we have limited information available to identify which
of our junior liens are behind delinquent third party originated or serviced first
mortgages. To capture this loss content, our allowance process utilizes the experience of
our junior lien mortgages behind delinquent first liens that are owned or serviced by us
adjusted for higher delinquency rates associated with junior lien mortgages behind third
party first mortgages. We then incorporate this expected loss content into our allowance
for loan losses.

    2.

    We note your response to prior comment two from our letter dated June 9, 2011
that in substantially all cases, your junior lien positions modified under 2MP were
performing at the time of the modification. As part of your proposed disclosure
addressing the items discussed in comment one, please also discuss whether
modifications under 2MP or other modification programs involving your junior liens
typically result in significant additional allowances being recorded at the time of
modification as prior to that point the loan would appear to be performing.

Wells Fargo response:

While our junior liens are typically performing at the time of their modification, the related
first liens have generally shown some level of delinquency prior to our consideration of a
modification. As noted in our response to comment one above, we have incorporated the performance
of a junior lien behind a delinquent first lien into our loss forecasting calculations. In
addition, our allowance considers the impact of modifications, including those that are probable to
occur, by incorporating the associated credit cost, including re-defaults of modified loans and
projected loss severity. Accordingly, the loss content associated with existing and probable
modifications has been considered in our allowance methodology and substantial incremental
allowances are not expected at the time of modification.

Stephanie L. Hunsaker

July 21, 2011

Page 3

We will revise future filings as follows:

Page 72

Risk Management — Credit Risk Management — Allowance for Credit Losses

In determining the appropriate allowance attributable to our residential mortgage
portfolio, we incorporate the default rates for junior lien mortgages behind delinquent
first lien mortgages into our loss forecasting calculations. In addition, the loss
rates we use in determining our allowance analysis include the impact of our
established loan modification programs. When modifications occur or are probable to occur,
our allowance considers the impact of these modifications, taking into consideration the
associated credit cost, including re-defaults of modified loans and projected loss severity.
Accordingly, the The loss content associated with the effects of existing
and probable loan modifications and junior lien mortgages behind delinquent first lien
mortgages has been captured in our allowance methodology.

********************

PAGE 58

Risk Management — Credit Risk Management — Real Estate 1-4 Family Mortgage
Loans

We continue to modify real estate 1 — 4 family mortgage loans to assist homeowners
and other borrowers in the current difficult economic cycle. Loans are underwritten at the
time of the modification in accordance with underwriting guidelines established for
governmental and proprietary loan modification programs. As a participant in the U.S.
Treasury’s Making Home Affordable (MHA) programs, we are focused on helping the customers
stay in their homes. The MHA programs create a standardization of modification terms
including incentives paid to borrowers, servicers, and investors. MHA includes the Home
Affordable Modification Program (HAMP) for first lien loans and the Second Lien Modification
Program (2MP) for junior lien loans. Under both our proprietary programs and the MHA
programs, we may provide concessions such as interest rate reductions, forbearance of
principal, and in some cases, principal forgiveness. These programs generally include trial
periods of three months, and after successful completion and compliance with terms during
this period, the loan is considered to be modified. See the “Allowance for Credit Losses”
section for discussion on how we determine the allowance attributable to our modified
residential real estate portfolios.

Stephanie L. Hunsaker

July 21, 2011

Page 4

Definitive Proxy Statement on Schedule 14A

Compensation Discussion and Analysis, page 53

    3.

    Please provide us with disclosure that shows how prior comments 12 and 13 from
our letter dated June 9, 2011 would have been addressed in your 2011 proxy statement.

Wells Fargo response:

As requested by the Staff, below is disclosure showing how prior comment 12 in the Staff’s letter
dated June 9, 2011 would have been addressed in the Company’s 2011 proxy statement:

     Business Line Performance, page 63:

     Business Line Performance. Each of Messrs. Hoyt and Oman, and Ms. Tolstedt has
business line financial performance goals for the businesses they manage. These goals are
established based on the Company’s internal management reporting system rather than on reported
GAAP financial results. These goals reflect the projected contribution of their business lines to
the Company’s internally derived profit plan that management prepares and reviews annually with the
Board. Consideration of business line performance reflects all four of the Compensation Principles.

     In considering annual incentive awards for executive officers with business line
responsibilities, the HRC evaluates business line financial results versus the performance goals
for the applicable business line leader. Success or failure at achieving strategic
business line results objectives, including business line financial results, is factored
into the HRC’s executive compensation decisions for these business line leaders. However, the HRC
does not base incentive compensation decisions for these executive officers solely on business line
performance; the HRC believes executive officers must have a significant stake in the Company’s
overall performance as a check against unnecessary or excessive risk-taking at individual business
lines and to encourage collaboration among business lines. Because of differences in
organizational structure and external business segment reporting, our business lines would rarely
correspond perfectly to the business lines of Peer Group members. Therefore, the HRC does not
compare business unit financial performance with the Financial Performance Peer Group. The HRC may
consider the effects of acquisitions, divestitures, internal reorganizations or other changes in
reporting relationships during the year. Although the HRC considers a business line’s financial
results, achievement of specific business line performance goals may not be material in the context
of the executive compensation decisions for these named executives. Business line performance
goals nonetheless serve valuable additional purposes for the Company, including resource allocation
and general strategic business direction.

 Stephanie L. Hunsaker

July 21, 2011

Page 5

     Hoyt, Oman and Tolstedt, page 69, first paragraph:

     Hoyt, Oman and Tolstedt. In making the 2010 annual incentive compensation award
determinations for Messrs. Hoyt and Oman, and Ms. Tolstedt, the HRC considered, among other things,
the following:

    •

    the factors listed in the first 4 bullet points cited above for Mr. Stumpf;

    •

    compensation of similarly situated executives among the Labor Market Peer Group, where
such information was available;

    •

    the recommendations of Mr. Stumpf based on his assessment of their respective 2010
performance; and

    •

    success in achievement of strategic objectives in the business lines for which each is
responsible, including success in furthering the Company’s objectives of cross-selling
products from other business lines to customers and each executive’s ability to operate as
a team.

Although, as discussed below, the HRC considered the results of their respective business
line’s financial performance in evaluating a named executive’s success in achievement of strategic
objectives in their respective business line, achievement of specific business line financial
performance goals was not material in the context of 2010 annual incentive award decisions for
these named executives.

********************

As requested by the Staff, below is disclosure showing how prior comment 13 in the Staff’s
letter dated June 9, 2011 would have been addressed in the Company’s 2011 proxy statement:

     2010 Annual Incentive Compensation, page 67, second paragraph:

     In connection with considering annual incentive compensation for the named executives and in
exercising its discretion to pay less than $61.8 million, the HRC also established 2010 Company
target performance measures to be EPS of at least $1.43 and an RORCE of at least the median of the
Financial Performance Peer Group. The EPS target was derived largely from the Company’s annual
financial and strategic planning process, which was concluded in the fourth quarter of 2009 when
there was still considerable uncertainty about the pace of economic recovery and the impacts on
credit quality, financial regulation and the interest rate environment. Given this uncertainty,
the target reflected management’s best estimate at the time of an EPS target that senior management
believed should be achieved for the Company to be successful in 2010. Notwithstanding these
targets, the HRC retained full discretion to adjust actual awards up or down based on actual
performance. The Company’s 2010 EPS of $2.21 ($1.95 per share excluding the difference between 2010
provision for loan losses ($15.8 billion) and 2010 net loan charge-offs ($17.8 billion)), and RORCE
(10.78%) above the median in the Peer Group (5.14%) exceeded both target
performance measures. For the named executives other than Mr.

Stephanie L. Hunsaker

July 21, 2011

Page 6

Stumpf, the HRC established target
and maximum incentive award opportunities of 50% and 100%, respectively, of base salary. The HRC
did not establish a pre-determined target and maximum
opportunity for Mr. Stumpf to retain greater absolute discretion in determining his annual
incentive award. The HRC established qualitative performance objectives for Mr. Stumpf regarding
leadership, execution of strategic initiatives, including the Wachovia merger integration, risk
management and expense initiatives, and his role as the primary representative of the Company to
customers, team members, communities, investors and governmental entities.

Summary Compensation Table, page 74

    4.

    We note your response to prior comment 14 from our letter dated June 9, 2011.
Please provide us with a revised footnote (4) that further clarifies that the award was
originally communicated to Ms. Tolstedt in early 2009 as a cash incentive award and
that it would have been reported as non-equity incentive compensation in column (g) for
2009 had she been a named executive officer that year.

Wells Fargo response:

The following revised footnote (4) reflects the information the Staff requested about Ms.
Tolstedt’s 2009 annual incentive award. Please note that changes in this footnote (4) are marked
against the version the Company submitted to the Staff in its June 20, 2011 response letter (and
not marked against the version of footnote (4) that was in the Company’s 2011 proxy statement).

    (4)

    The amount of Ms. Tolstedt’s 2010 stock awards shown in column (e) does not
include 12,215 RSRs granted to her on February 23, 2010 as a portion of her 2009 annual
incentive award. Since such RSRs were for service commencing in 2009, such RSR grants
are not reported as 2010 compensation. The potential for a 2009 annual incentive
award was originally communicated to Ms. Tolstedt in early 2009 as a cash incentive
award and it would have been reported as non-equity incentive compensation in column
(g) for 2009 if Ms. Tolstedt had been a named executive officer for that year. See also
footnote (6) below. The grant date fair value of these RSRs determined as of
February 23, 2010 was $333,347, based on the number of RSRs granted and the NYSE
closing price per share on the grant date. See also footnote (5) to the Outstanding
Equity Awards at Fiscal Year-End table.

Stephanie L. Hunsaker

July 21, 2011

Page 7

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 me at (415)
222-3119.

    Very truly yours,

    /s/ RICHARD D. LEVY

    Richard D. Levy

    Executive Vice President and Controller

(Principal Accounting Officer)

    cc:

    John G. Stumpf, Chairman, President and Chief Executive Officer

Timothy J. Sloan, Senior Executive Vice President and Chief Financial Officer

July 13, 2011
 Via E-Mail

Richard D. Levy Executive Vice President & Controller Wells Fargo & Company 420 Montgomery Street San Francisco, California 94163
Re: Wells Fargo & Company
 Form 10-K for Fiscal Year Ended December 31, 2010
Filed February 25, 2011 File No. 001-02979

Dear Mr. Levy:
 We have reviewed your response filed June 21, 2011 and have the following comments.
In some of our comments, we may ask you to pr ovide us with information so we may better
understand your disclosure.
 Please respond to this letter within ten business days by amending your filing, by
providing the requested information, or by advi sing us when you will provide the requested
response.  Where we have requested changes in  future filings, please include a draft of your
proposed disclosures that clearly identifies new or revised disclosu res.  If you do not believe our
comments apply to your facts and circumstances or  do not believe an amendment is appropriate,
please tell us why in your response.

After reviewing any amendment to your filing and the information you provide in
response to these comments, we ma y have additional comments.
            Form 10-K for Fiscal Year Ended December 31, 2010

 Risk Management – Credit Risk Management, page 54

 Table 25:  Home Equity Portfolios, page 63

 1. We note your response to prior comment one fr om our letter dated J une 9, 2011 that your
approach is to incorporate the default rates for junior liens behind delinquent first liens
into your delinquency roll rate models.  Ho wever, we note that in cases where you hold
the junior lien behind a third party senior li en (which is 41% of the time for this loan
category) you are not aware of whether the se nior lien is delinquent  or not, so please
expand your disclosure in future filings to discuss how your modeling captures this risk,
particularly since the delinquenc y and loss statistics are more severe in situations where
you also do not own or service the senior li en.  Additionally, we note your response to

Richard D. Levy Wells Fargo & Company July 13, 2011 Page 2
 prior comment five from our letter dated May 11, 2011 that  you have an indication of
whether the senior lien is in  default from reviewing credit bureau data which is not
specific to which mortgage the borrower may have that is delinque nt, but it is unclear
how this is considered in your analysis, so plea se also address this in your future filings.

2. We note your response to prior comment two fr om our letter dated June 9, 2011 that in
substantially all cases, your junior lien positions modified under 2MP were performing at
the time of the modification.   As part of your proposed disclosure  addressing the items
discussed in comment one, pleas e also discuss whether modifications under 2MP or other
modification programs involvi ng your junior liens typica lly result in significant
additional allowances being reco rded at the time of modificati on as prior to that point the
loan would appear to be performing.
 Definitive Proxy Statement on Schedule 14A

 Compensation Discussion and Analysis, page 53

 3. Please provide us with disclosure that shows how prior comments 12 and 13 from our
letter dated June 9, 2011 would have been  addressed in your 2011 proxy statement.

Summary Compensation Table, page 74

 4. We note your response to prior comment 14 fr om our letter dated June 9, 2011.  Please
provide us with a revised footnote (4) that fu rther clarifies that th e award was originally
communicated to Ms. Tolsted in early 2009 as a cash incent ive award and that it would
have been reported as non-equity incentiv e compensation in column (g) for 2009 had she
been a named executive officer that year.

You may contact Lindsay McCord at (202)  551-3417 or me at (202) 551-3512 if you
have questions regarding comments on the financ ial statements and related matters.  Please
contact Celia Soehner at (202) 551-3463 or Mich ael Seaman, Special Counsel, at (202) 551-3366
with any other questions.
Sincerely,
   /s/ Stephanie L. Hunsaker
Stephanie L. Hunsaker Senior Assistant Chief Accountant

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June 20, 2011

VIA EDGAR AND ELECTRONIC MAIL

Stephanie L. Hunsaker

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, 2010

    Filed February 25, 2011

    Form 10-Q for Fiscal Quarter Ended March 31, 2011

    Filed May 6, 2011

    File No. 001-02979

Dear Ms. Hunsaker:

In response to the comments by the staff (“Staff”) of the Securities and Exchange Commission
(“Commission”) contained in the Staff’s letter dated June 9, 2011, 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, 2010

Risk Management — Credit Risk Management, page 54

Table 25: Home Equity Portfolios, page 63

    1.

    We note your response to prior comment five in our letter dated May 11, 2011
and that 41% of your NHEG balances are in junior lien positions behind third party
first liens. In addition, we note from your response that you are not provided with
delinquency or default information on the first lien loan until the foreclosure sale.
Please explain to us how you take this information into consideration in your
determination of your general reserve for the home equity portfolio. Specifically,
discuss if the junior lien loans with positions behind third

Stephanie L. Hunsaker

June 20, 2011

Page 2

    party first liens are considered a separate pool for your calculation. If so, tell us
the qualitative factors you consider for the pool (i.e. trend of higher delinquencies,
etc.) and if the loss factors are weighted differently than the remaining home equity
loan portfolio.

Wells Fargo response:

We do not maintain a separate pool in our calculation of losses related to junior liens behind
third party first liens. Our approach is to incorporate the default rates for junior liens behind
delinquent first liens, which are higher when compared to non-delinquent first liens, into our
delinquency roll rate models that drive our overall loss forecasting calculations. We continuously
monitor and back test the performance of our loss forecasting calculations, and make necessary
refinements so that we encompass the most current information available, including all inherent
losses for our junior lien positions.

    2.

    Please tell us and disclose in future filings the portion of your TDRs in the
home equity portfolio that are in a junior lien position behind third party first
liens. In addition, tell us whether third party first lien holders contact you to
discuss modifications of both the first and junior liens combined and if so, how
susceptible you are to enter into these joint modifications if the junior lien you hold
is performing.

Wells Fargo response:

For our National Home Equity Group (representing 93% of our home equity portfolio), 48% of real
estate 1-4 family junior lien mortgage TDRs are in a junior lien position behind third party first
liens. We will include this disclosure for the entire home equity portfolio in future filings.

For modifications under the U.S. Treasury Department programs (HAMP/2MP), we receive notification
from a third party service provider who combines loan servicing information for financial
institutions implementing modifications under these programs. If a first lien holder completes a
HAMP modification, we generally complete a junior lien (2MP) modification. In substantially all
cases, our junior lien positions modified under 2MP were performing at the time of the
modification. Third party first lien holders typically do not contact us to discuss modifications
of their first and our junior lien combined. If contacted regarding a proposed joint modification
with a third party first lien holder for a performing junior lien position, we work directly with
the borrower to evaluate the proposed modification in accordance with our modification and
re-underwriting guidelines.

Liability for Mortgage Loan Repurchase, page 72

    3.

    We note your response to prior comment six in our letter dated May 11, 2011 and
the disclosures proposed for future filings. It appears that your proposed disclosure
of the high end of the range represents the high end of the range of “probable” losses,
instead of “reasonably possible” losses. Additionally, it is unclear why your proposed
disclosure would also indicate that for matters where an unfavorable outcome is
reasonably possible but not probable that

Stephanie L. Hunsaker

June 20, 2011

Page 3

    there may be a range of possible losses in excess of the established liability that
cannot be estimated as this amount should be captured in your estimate of the high end
of the range of possible losses. Please clarify what your proposed disclosure is
intending to capture and confirm that you will provide an estimate of reasonably
possible losses in excess of the amount accrued.

Wells Fargo response:

We will include in future filings an estimate of the reasonably possible losses in excess of the
accrued amount for our mortgage loan repurchase liability. We will revise future filings as
follows:

    The mortgage repurchase liability of $XX at June 30, 2011, represents our best estimate of
the probable loss that we may incur for various representations and warranties in the
contractual provisions of our sales of mortgage loans. Because the level of mortgage loan
repurchase losses depends upon economic factors, investor demand strategies and other
external conditions that may change over the life of the underlying loans, the level of the
liability for mortgage loan repurchase losses is difficult to estimate and requires
considerable management judgment. We maintain regular contact with the GSEs and other
significant investors to monitor and address their repurchase demand practices and concerns.
Because of the uncertainty in the various estimates underlying the mortgage repurchase
liability, there is a range of losses in excess of the recorded mortgage repurchase
liability that are reasonably possible. The estimate of the range of possible loss for
representations and warranties does not represent a probable loss, is based on currently
available information, significant judgment, and a number of assumptions that are subject to
change. The high end of this range in excess of our recorded liability was $XX at June 30,
2011.

    4.

    We note your response to prior comment seven in our letter dated May 11, 2011
and that 65% of the mortgage insurance rescission notices you received in 2010 resulted
in repurchase demands. In an effort to provide greater transparency of the risk and
exposure of repurchase demands due to mortgage insurance rescissions please disclose
the information from your response in future filings. Additionally, please clarify
whether you factor in projected mortgage insurance rescissions (as opposed to the
ultimate amount of mortgage insurance rescissions which result in a demand) into your
repurchase liability.

Wells Fargo response:

We will disclose the information from our response in future filings.

We incorporate projected mortgage insurance rescissions into our repurchase liability estimate.
Our estimation process incorporates projected mortgage insurance rescissions that we deem to be
probable to result in a repurchase demand.

Stephanie L. Hunsaker

June 20, 2011

Page 4

Note 8: Securitization and Variable Interest Entities, page 146

    5.

    We note your responses to prior comments 16 and 17 in our letter dated May 11,
2011. Please confirm to us that you do not hold any equity interest in the VIEs
discussed. In addition, consider revising your table of unconsolidated VIEs with which
you have significant continuing involvement to present separate debt and equity
interest columns in an effort to provide greater transparency.

    Wells Fargo response:

    We do not hold any equity interests in the VIEs discussed in our responses to prior comments 16 and
17 in our letter dated May 25, 2011. We will revise future filings to separately disclose the
amount of debt and equity interests that we hold in unconsolidated VIEs with which we have
significant continuing involvement.

    6.

    We note from your response to prior comment 18 in our letter dated May 11, 2011
that your exposure to loss associated with loans sold to the GSEs or GNMA are the same
as loans in other unconsolidated trusts for which servicing is your only continuing
involvement. Please tell us and revise to disclose in future filings if you have
received requests to repurchase loans from GNMA and describe the process in greater
detail, including the legal entity that makes the repurchase request if it differs
between FHA and VA collateral. As part of your response, please clarify whether your
GNMA securitizations have collateral mixed of FHA and VA loans and discuss how the
different levels of guarantee/loss reimbursement work for the FHA and VA loans.
Finally, please tell us the amount of VA losses you have recognized in excess of the VA
guarantee and whether there are any specific geographic concentrations where those
losses are occurring.

Wells Fargo response:

As an originator of an FHA insured or VA guaranteed loan, we are responsible for obtaining the
insurance with FHA or the guarantee with the VA. We do not typically receive repurchase requests
from GNMA, FHA/HUD or VA, however to the extent we are unable to obtain the insurance or the
guarantee, we can request to repurchase the loan from the GNMA pool. Such repurchases from GNMA
pools typically represent a self-initiated process upon discovery of the uninsurable loan (usually
within 180 days from funding of the loan). Alternatively, in lieu of repurchasing loans from GNMA
pools, we may be asked by the FHA/HUD or the VA to indemnify loans due to defects found in the Post
Endorsement Technical Review process or audits performed by FHA/HUD or the VA. Our liability for
mortgage loan repurchase losses incorporates probable losses associated with indemnified loans in
GNMA pools and uninsurable loans. During first quarter 2011, we resolved losses against the
reserve of $3 million associated with these indemnifications and GNMA repurchases.

Stephanie L. Hunsaker

June 20, 2011

Page 5

We do have a collateral mix of FHA and VA loans in our GNMA securitizations. As of December 31,
2010, approximately 80% of the loans we service in GNMA securitizations are FHA insured
loans, and the remaining 20% are VA guaranteed loans.

As a servicer of FHA loans, we incur certain unreimbursed costs associated with delinquent loans,
such as unreimbursed interest advances, 25% of attorney’s fees, and other expenses that
exceed allowable amounts under the servicing contract. Unreimbursed interest advances include the
first two months of interest advanced on delinquent loans, the difference between the advanced
interest to the investor and the interest reimbursement rate (as defined by HUD) and curtailed
interest in situations where contractual default management timelines are not met. Other than the
potential risk of a denied insurance claim (as discussed in the response to comment 7 below), there
is no risk of principal loss on an FHA insured loan.

As a servicer of VA loans, we incur certain unreimbursed costs associated with delinquent loans,
such as curtailed interest in situations where contractual default management timelines are not met
and when other expenses exceed allowable amounts. Additionally, we are responsible for principal
losses on VA loans in those situations where the total borrower indebtedness exceeds the sum of the
property value (adjusted for VA’s costs to sell the property) and the VA maximum guarantee amount.

For the year ended December 31, 2010, we incurred total unreimbursed foreclosure costs of $175
million associated with VA maximum guarantee claims (including the principal losses associated with
maximum guarantee claims). For the year ended December 31, 2010, for VA claims that did not reach
the maximum guarantee, we incurred total unreimbursed foreclosure costs of approximately $7
million. For the year ended December 31, 2010, approximately one-half of the VA claims were maximum
guarantee claims. Given the structure of the VA reimbursement based on property value and maximum
guarantee, we are more likely to have maximum guarantee claims in geographical areas that have
experienced a relatively higher level of house price depreciation. The following table summarizes
the top 5 states where we have experienced a higher level of maximum guarantee claim losses:

2010 Unreimbursed Foreclosure Costs for Maximum Guarantee VA Claims

($ in millions)

    State

    Total Cost

    % of Total

    FL

    $
    30

    17
    %

    AZ

    25

    14

    CA

    21

    12

    NV

    19

    11

    MI

    7

    4

    All other

    73

    42

    Total

    $
    175

    100
    %

Stephanie L. Hunsaker

June 20, 2011

Page 6

***************************************

We will revise future filings as follows:

    Table 26 provides the number of unresolved repurchase demands and mortgage insurance
rescissions. We generally do not have unresolved repurchase demands from the FHA or VA for
loans in GNMA-guaranteed securities because those demands are relatively few and we quickly
resolve them. We do not typically receive repurchase requests from GNMA, FHA/HUD or VA.
As an originator of an FHA insured or VA guaranteed loan, we are responsible for obtaining
the insurance with FHA or the guarantee with the VA. To the extent we are not able to
obtain the insurance or the guarantee we can request to repurchase the loan from the GNMA
pool. Such repurchases from GNMA pools typically represent a self-initiated process upon
discovery of the uninsurable loan (usually within 180 days from funding of the loan).
Alternatively, in lieu of repurchasing loans from GNMA pools, we may be asked by the FHA/HUD
or the VA to indemnify loans due to defects found in the Post Endorsement Technical Review
process or audits performed by FHA/HUD or the VA. Our liability for mortgage loan
repurchase losses incorporates probable losses associated with indemnified loans in GNMA
pools and uninsurable loans.

    7.

    As a related matter, we note that FHA and VA loans have high delinquency rates,
but given the guarantees provided by the U.S. Government, you continue to keep the
loans on accrual status. In this regard, we note that as of March 31, 2011, you have
$17.9 billion of these loans that are 90 days past due but still on accrual status.
Please tell us whether you have experienced any increases in denials of claims from the
U.S. Government on these types of loans.

Wells Fargo response:

We have not experienced an increase in denials of claims for FHA or VA loans. For 2010, on all FHA
claims submitted, we incurred losses of $5 million associated with denied claims on approximately
0.3% of claims filed. For VA claims filed in 2010, we incurred losses of $500,000 due to
denied claims, representing approximately 0.1% of total VA claims filed.

HUD does not allow conveyance of properties damaged by fire, flood, earthquake, tornado, hurricane
and boiler explosion or mortgagee neglect (defined as failure to inspect, secure or maintain a
property timely and prudently). In certain situations as servicer of FHA loans, we may choose not
to file a claim for insurance if the costs to repair a damaged property (in order to make the
property conveyable to HUD) are estimated to be in excess of the insurance claim. For 2010, we
incurred losses of $6 million associated with situations where we decided to incur the loss on the
property instead of repair

June 9, 2011
 Via E-Mail

Richard D. Levy Executive Vice President & Controller Wells Fargo & Company
420 Montgomery Street
San Francisco, California 94163
Re: Wells Fargo & Company
 Form 10-K for Fiscal Year Ended December 31, 2010
Filed February 25, 2011 Form 10-Q for Fiscal Quarter Ended March 31, 2011 Filed May 6, 2011 File No. 001-02979

Dear Mr. Levy:
 We have reviewed your response dated May 25, 2011 and have the following comments.
In some of our comments, we may ask you to pr ovide us with information so we may better
understand your disclosure.
 Please respond to this letter within ten business days by amending your filing, by
providing the requested information, or by advi sing us when you will provide the requested
response.  Where we have requested changes in  future filings, please include a draft of your
proposed disclosures that clearly identifies new or revised disclosu res.  If you do not believe our
comments apply to your facts and circumstances or  do not believe an amendment is appropriate,
please tell us why in your response.
 After reviewing any amendment to your filing and the information you provide in
response to these comments, we ma y have additional comments.
            Form 10-K for Fiscal Year Ended December 31, 2010

 Risk Management – Credit Risk Management, page 54

 Table 25:  Home Equity Portfolios, page 63

 1. We note your response to prior comment five  in our letter dated May 11, 2011 and that
41% of your NHEG balances are in junior lien positions behind third party first liens.
In addition, we note from your response that you are not provided with delinquency or
default information on the first lien loan until the foreclosure sale.  Please explain to us
how you take this information into consider ation in your determination of your general

Richard D. Levy Wells Fargo & Company June 9, 2011 Page 2

 reserve for the home equity portfolio.  Specifica lly, discuss if the junior lien loans with
positions behind third party first liens are cons idered a separate pool for your calculation.
If so, tell us the qualitati ve factors you consider for the pool (i.e. trend of higher
delinquencies, etc.) and if the loss factors ar e weighted differently than the remaining
home equity loan portfolio.
 2. Please tell us and disclose in future filings  the portion of your TDRs in the home equity
portfolio that are in a junior li en position behind third party firs t liens.  In addition, tell us
whether third party first lien ho lders contact you to discuss m odifications of both the first
and junior liens combined and if so, how su sceptible you are to en ter into these joint
modifications if the junior lien you hold is performing.
 Liability for Mortgage Loan Repurchase, page 72

 3. We note your response to prior comment si x in our letter dated May 11, 2011 and the
disclosures proposed for future filings.  It appears that your proposed disclosure of the
high end of the range represents the high end of  the range of “probable” losses, instead of
“reasonably possible” losses.  Additionally, it is unclear why your proposed disclosure
would also indicate that for matters where an  unfavorable outcome is reasonably possible
but not probable that there may be a range of  possible losses in excess of the established
liability that cannot be  estimated as this amount should be captured in your estimate of
the high end of the range of possible losses.  Please clarify what your  proposed disclosure
is intending to capture and confirm that you will provide an es timate of reasonably
possible losses in excess of the amount accrued.
4. We note your response to prior comment seve n in our letter date d May 11, 2011 and that
65% of the mortgage insurance rescission notices you received in 2010 resulted in
repurchase demands.  In an effort to provide gr eater transparency of the risk and exposure
of repurchase demands due to mortgage in surance rescissions please disclose the
information from your response in future f ilings.  Additionally, please clarify whether
you factor in projected mortgage insuran ce rescissions (as opposed to the ultimate
amount of mortgage insurance rescissions wh ich result in a demand) into your repurchase
liability.
 Note 8: Securitization and Variab le Interest Entities, page 146

5. We note your responses to prior comments 16 and 17 in our letter dated May 11, 2011.
Please confirm to us that you do not hold any eq uity interest in the VIEs discussed.  In
addition, consider revising your table of unconsolidated VIEs with which you have
significant continuing involvement to present separate debt and equity interest columns in
an effort to provide greater transparency.
6. We note from your response to prior comment  18 in our letter dated May 11, 2011 that
your exposure to loss associated with loans so ld to the GSEs or GNMA are the same as

Richard D. Levy Wells Fargo & Company June 9, 2011 Page 3

 loans in other unconsolidated trusts for which servicing is your only continuing
involvement.  Please tell us and revise to disclose in future filings if you have received
requests to repurchase loans fr om GNMA and describe the process in greater detail,
including the legal entity that makes the repu rchase request if it differs between FHA and
VA collateral.  As part of your resp onse, please clarify whether your GNMA
securitizations have collateral mixed of FH A and VA loans and discuss how the different
levels of guarantee/loss reimbursement work for the FHA and VA loans.  Finally, please
tell us the amount of VA losses you have r ecognized in excess of  the VA guarantee and
whether there are any specific geographic concentrations where those losses are
occurring.
7. As a related matter, we note that FHA a nd VA loans have high delinquency rates, but
given the guarantees provided by the U.S. G overnment, you continue to keep the loans on
accrual status.  In this regard, we note that as of March 31, 2011, you have $17.9 billion
of these loans that are 90 days past due but st ill on accrual status.  Please tell us whether
you have experienced any increa ses in denials of claims from the U.S. Government on
these types of loans.
Note 9: Mortgage Banking Activities, page 156

8. We note from your response to prior comment  20 in our letter dated May 11, 2011 that
the prepayment speed and other cash  flow/assumption updates during 2009 and 2010
mostly resulted in a decrease in your MSRs va luation except for three quarters.  Also, we
note that two of the quarters where these upda tes were positive to the MSRs valuation
were the fourth quarter for both 2009 and 2010.  Please explain to us the reason for this
trend in improvement in the MSRs valuation during the fourth quarter.  In your response,
specifically identify which assumptions  had the greatest impact and why.
 9. We note from your response to prior comment  22 in our letter dated May 11, 2011 that
you are the master/primary servicer for your commercial MSR portfolio, but that there is
a special servicer who has the right to serv ice and work out delinquent and foreclosed
loans.  Please explain to us all the differ ences between a master/primary servicer and
special servicer including if a contractual service fee is pa id for both and if there is a
significant difference in the fee structure.  Tell  us if you are the special  servicer for any of
your commercial MSRs and describe the busin ess reasons why it is not beneficial for you
to perform the duties of both servicers.
 10. We note from your response to prior comment  22 in our letter dated May 11, 2011 that
the entire residential amortized MSR portfolio  was originated in the fourth quarter of
2010.  In addition, we note your response to prior comment 23 that you elected the amortization method under the determination that  certain residential MSRs retained on
loans with low mortgage interest rates repr esented a new class of MSRs due to limited
prepayment and impairment risk.  Please tell us if you had serv icing assets and/or
liabilities that would belong to the new class had it previously been recognized, as well as

Richard D. Levy Wells Fargo & Company June 9, 2011 Page 4

 whether you have added more servicing asse ts to this new cla ss subsequent to
March 31, 2011.  Also, tell us how the low in terest rates on the underlying mortgage
loans in the new class were significantly diffe rent from residential MSRs originated in
2009 and the first nine months of 2010.

Note 14:  Guarantees and Legal Actions, page 166

 Loans and MHFS Sold with Recourse, page 167

 11. We note your response to prior comment 25 in our letter dated May 11, 2011.  Please
revise disclosures in future filings to include the information from the response.
 Definitive Proxy Statement on Schedule 14A

 Business Line Performance, page 63

 12. We note your response to prior comment 26 in our letter dated May 11, 2011 where you
indicate that the HRC “did not separately or  specifically focus on achievement of [the]
respective business line performance goals.”  We also note your disclosure on page 63
that “[s]uccess or failure at  achieving business line results is factored into the HRC’s
executive compensation decisions for the bus iness line leaders.”  Please revise your
disclosure in future filings to clarify how the HRC evaluates achievement of the business
line financial performance goals and to clea rly indicate whether or  not the goals are
material in the context of actual executive co mpensation for these individuals.  If the
HRC does not focus on achievement of the goa ls and you believe they are immaterial,
explain what the HRC feels is the purpose of establishing business line performance
goals.
2010 Annual Incentive Compensation, page 67

 13. We note your response to prior comment 28 in our letter dated May 11, 2011.  When
performance targets are measured against a peer group, please revise future filings to
specifically disclose the performance levels that you and the peer group achieved.  For
example, provide us with disclosure that indicates the RORCE le vel you achieved and the
RORCE level that was the median of the peer group.

Summary Compensabl e Table, page 74

 14. The circumstances that you describe in your response to prior comment 30 in our letter
dated May 11, 2011 appear to differ somewhat fr om the fact pattern set forth in Question
119.24 of the Regulation S-K Compliance & Disclo sure Interpretations .  Specifically, we
note that the HRC did not reduce the amount of  an equity incentive plan award that it
granted to Ms. Tolstedt in 2009; rather, it  determined to convert a portion of Ms.
Tolstedt’s non-equity incentive plan compensation to a grant of RSRs in February 2010.

Richard D. Levy Wells Fargo & Company June 9, 2011 Page 5

 To assist us in evaluating your resp onse, please respond to the following.

• Tell us the grant date fair value of  the award and how you calculated it.

• We note on page 65 that the HRC has discre tion to pay annual incentive awards in
stock awards instead of cash.  Tell us how  often and the circumstances under which
the HRC exercises that disc retion.  Also, tell us why the HRC decided to pay Ms.
Tolstedt’s award in RSRs, rather than cash as originally contemplated.

• Provide us with a revised footnote (4) that describes in greater detail the
circumstances surrounding the RSR gran t as reflected in  your response.

Form 10-Q for the Fiscal Quarter Ended March 31, 2011

 Note 8:  Mortgage Banking Activities, page 93

 15. We note your response to prior comment 33 in  our letter dated Ma y 11, 2011 and that the
increase in the valuation allowance for the residential amortized MSRs were for the GNMA securitizations.  Please explain to us  why the GNMA stratum has higher default
projections and unreimbursed foreclosure e xpenses compared to other conventional
product stratums.

You may contact Lindsay McCord at (202)  551-3417 or me at (202) 551-3512 if you
have questions regarding comments on the financ ial statements and related matters.  Please
contact Celia Soehner at (202) 551-3463 or Mich ael Seaman, Special Counsel, at (202) 551-3366
with any other questions.
Sincerely,
   /s/ Stephanie L. Hunsaker
Stephanie L. Hunsaker Senior Assistant Chief Accountant

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    Richard D. Levy

Executive Vice President & Controller

    MAC A0163-039

343 Sansome Street, 3rd Floor

San Francisco, CA 94104

415 222-3119

415 975-6871 Fax

richard.d.levy@wellsfargo.com

May 25, 2011

VIA EDGAR AND ELECTRONIC MAIL

Stephanie Hunsaker

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, 2010

Filed February 25, 2011

Form 10-Q for Fiscal Quarter Ended March 31, 2011

Filed May 6, 2011

File No. 001-02979

Dear Ms. Hunsaker:

In response to the comments by the staff (“Staff”) of the Securities and Exchange Commission
(“Commission”) contained in the Staff’s letter dated May 11, 2011, 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, 2010

Regulation and Supervision, page 3

    1.

    You may not qualify this section by reference to the full text of the statutes,
regulations and policies that are described. Please confirm that you will not qualify this
section in future filings.

Wells Fargo response:

We confirm that in our future filings we will not qualify the Regulation and Supervision section by
reference to the text of the statutes, regulations and policies described in that section.

Stephanie Hunsaker

May 25, 2011

Page 2

    Item 1A.

    Risk Factors, page 13

    2.

    Many of your risk factor discussions are too vague to be meaningful to investors. For
example:

    a.

    “Our financial results and condition may be adversely affected by difficult and
business economic conditions...;”

    b.

    “Financial and credit markets may experience a disruption...;”

    c.

    “Higher charge-offs and worsening credit conditions could require us to
increase our allowance...;” and

    d.

    “Our ability to grow revenue and earnings will suffer if we are unable to sell
more products to customers.”

    Those are only examples. Please provide draft disclosure to be included in future filings
expanding your risk factors discussion to identify any specific situations that make you
particularly vulnerable to the identified risks, including regulatory changes. Additionally,
provide a more specific discussion of the potential consequences.

Wells Fargo response:

We believe that our risk factors disclosure contained in our Annual Report on Form 10-K for the
fiscal year ended December 31, 2010 (the “2010 Form 10-K”) appropriately described the most
significant risk factors facing the Company as required by Item 503(c) of Regulation S-K. However,
we have refined our risk factors disclosure in response to the Staff’s comment. Exhibit A attached
to this letter sets forth a draft of the Risk Factors section, substantially as it would appear in
our future filings to the extent the risks remain relevant, marked to show the changes to the
version of such section contained in the 2010 Form 10-K. We note that the draft disclosure includes
updates for changes since the 2010 Form 10-K.

    Item 7A.

    Quantitative and Qualitative Disclosures About Market Risk, page 16

    3.

    We refer to your disclosure under “Financial Review — Risk Management” on page 61 of
your 2010 Annual Report to Shareholders that you have incorporated by reference to your
Form 10-K and note your reference to the positive performance of the “Pick-a-Pay”
portfolio, which you attribute primarily to “significant modification efforts.” Please
provide proposed disclosure to be included in future filings clarifying the extent to which
these modification efforts resulted from settlement agreements with state regulators.

Stephanie Hunsaker

May 25, 2011

Page 3

Wells Fargo response:

We have been performing loan modifications on the Pick-a-Pay portfolio since the beginning of 2009
and have completed over 85,000 modifications through first quarter of 2011. Included in these
results is our participation in the U.S. Treasury Department’s Home Affordability Modification
(HAMP and HAMP-PRA) programs. As a participant in the HAMP programs, we are required to utilize the
HAMP modification first to help customers stay in their homes. As of October 1, 2010, we entered
into agreements with eight attorneys general and subsequently entered into agreements with two
additional attorneys general, covering the majority of our option payment loan portfolio. These
agreements require that we offer modifications (both HAMP and proprietary) to eligible customers
with the option payment loan product through June 2013. In response to these agreements, we
developed an enhanced proprietary modification product that allows for various means of principal
forgiveness along with changes to other loan terms. Given that these agreements cover all
modification efforts to eligible customers for the applicable states, approximately 60% of our
modifications (both HAMP and proprietary) for our option payment loan portfolio performed in the
first quarter of 2011 are consistent with these agreements.

We will revise our future filings as follows:

We offer the U.S. Treasury Department’s Home Affordability Modification (HAMP and
HAMP-PRA) and proprietary modification programs to our real estate 1-4 family mortgage
borrowers. As a participant in the HAMP programs, we are required to utilize the HAMP
modification first to help customers stay in their homes. In second quarter 2011, we
completed more than XX proprietary and HAMP Pick-a-Pay loan modifications and have completed
more than XX modifications since the Wachovia acquisition, resulting in $XX billion of
principal forgiveness to our Pick-a-Pay customers. As announced in October 2010, we
entered into agreements with certain state attorneys general whereby we have agreed to offer
loan modifications to eligible Pick-a-Pay customers through June 2013. These agreements cover
the majority of our option payment loan portfolio and require that we offer modifications
(both HAMP and proprietary) to eligible customers with the option payment loan product. In
response to these agreements, we developed an enhanced proprietary modification product that
allows for various means of principal forgiveness along with changes to other loan terms.
Given that these agreements cover all modification efforts to eligible customers for the
applicable states, a majority of our modifications (both HAMP and proprietary) for our option
payment loan portfolio performed in the second quarter 2011 are consistent with these
agreements.

Financial Review

Table 7: Noninterest Income, page 45

    4.

    We note the significant fluctuations in the account “net gains from trading
activities,” during the three years ended December 31, 2010. Please tell us and expand your
disclosures in future filings to provide a discussion of the following:

Stephanie Hunsaker

May 25, 2011

Page 4

    a.

    Describe the key drivers of the activity in this line item.

    b.

    Discuss the underlying causes of the variations in this account from year to
year. For example, revenues declined 38 percent in 2010 from 2009, but increased 872%
in 2009 as compared to 2008 and no discussion appears to be provided analyzing the
results.

    c.

    Discuss how revenues are earned from trading activities. For example, disclose
whether the results are mainly fee based, or primarily driven by changes in fair value
of the trading positions held.

Wells Fargo response:

The primary purpose of our trading businesses is to accommodate customers in management of their
market price risks. Net gains from trading activities are attributable to the following types of
activity:

    Net gains (losses) from trading activities

    (in millions)

    2010

    2009

    2008(1)

    Customer accomodation trading

    1,455

    1,919

    346

    Proprietary trading

    (129
    )

    279

    (77
    )

    Economic hedges and other

    322

    476

    6

    Total net trading gains

    1,648

    2,674

    275

    (1)

    Represents only legacy Wells Fargo activity as Wachovia acquisition occurred on December 31, 2008.

Categorization of net gains from trading activities in the above table is based upon our
own definition of these categories, as further described below, because no uniform definitions
currently exist. Accordingly, categorization by other industry participants and ultimately by
regulations that finalize the definition of proprietary trading under the Volcker Rule (see our
response to comment 9 in this Letter) may differ from our own definitions.

Customer accommodation trading represents net gains related to cash and derivative trading
positions that were executed on behalf of or driven by the needs of our customers. The majority of
the activity is where we serve as intermediary between buyer and seller. For example, we may enter
into financial instruments with customers that they use for risk management purposes and typically
offset our exposure on such contracts by entering into separate instruments. Customer accommodation
trading also includes net gains related to market-making activities in which we take positions to
facilitate expected customer order flow. Customer accommodation net trading gains are primarily
attributable to bid-offer spread differences and the decrease in net gains in 2010 from 2009 was
due to narrower bid-offer spread levels in 2010.

Proprietary trading consists of cash and derivative trading positions executed for our own
account with the objective of benefiting from market expectations or price differentials between
financial instruments and markets. Accordingly, it does not include customer-driven activities or
economic hedge positions used for our own balance sheet risk management activities. Gains

Stephanie Hunsaker

May 25, 2011

Page 5

(losses) from proprietary trading are attributed solely to changes in fair value of the positions,
and the decrease in net gains in 2010 from 2009 was due to market movements and lower volume of
activity attributable to our continued reduction or exiting of proprietary trading positions.

Economic hedges and other consists primarily of cash or derivative positions used to facilitate
certain of our balance sheet risk management activities that did not qualify for hedge accounting
or was not designated in a hedge accounting relationship. This activity includes securities which
we elected to carry at fair value with changes in fair value recorded to earnings in order to
mitigate accounting measurement mismatches or avoid embedded derivative accounting complexities.

The significant variation in net gains from trading activities for the year ended 2009 compared to
the year ended 2008 is attributable to business activities acquired as part of the Wachovia
acquisition, the results of which were not included in our 2008 net gains from trading activities,
as explained in our 2009 Form 10-K filing.

We will revise our future filings to include disclosures related to net gains on trading activities
consistent with the above information.

Risk Management — Credit Risk Management, page 54

Table 25: Home Equity Portfolios, page 63

    5.

    We note your discussion of your home equity portfolio and the table showing geographic
concentrations. Please respond to the following and expand your disclosures in future
filings to address the following:

Wells Fargo response:

As background information, our home equity portfolio includes first
lien lines of credit and junior
lien loans and lines of credit secured by 1-4 family real estate,
which are originated by several
of our lines of business. The following table provides the detail of
our home equity portfolio
separated between our National Home Equity Group (NHEG) and our
other lines of business at March
31, 2011:

    March 31, 2011

    Wells Fargo Lines of Business

    (in millions)

    NHEG

    Other

    Total

    First lien lines

    $
    19,231

    2,089

    21,320

    Junior lien loans and lines

    86,496

    6,332

    92,828

    Home equity portfolio

    $
    105,727

    8,421

    114,148

    % of total home equity portfolio

    93
    %

    7
    %

    100
    %

Stephanie Hunsaker

May 25, 2011

Page 6

In our responses to the Staff’s comments 5.b. and 5.c., below, we have provided information for the
NHEG (representing 93% of our home equity portfolio), with the expectation that we will provide
disclosures for our entire home equity portfolio in future filings.

    a.

    Tell us whether you are able to track whether the first lien position is in
default, regardless of whether you hold the first lien loan. If so, please tell us the
results of that data and consider providing disclosure of this information in future
filings.

Wells Fargo response:

We are not able to develop statistics on first liens serviced by third parties that are in
front of our junior liens. When the first lien is held by a third party, we can obtain an
indication that a first lien is in default through information reported to credit bureaus. However,
because borrowers may have more than one mortgage reported on the credit report and there is not a
corresponding property address associated with reported mortgages, we are unable to associate a
specific first lien with our junior lien. The only communication we receive directly from the first
lien holder for our junior lien is notification at the time of foreclosure sale.

    b.

    Tell us and disclose the percentage of the home equity loan portfolio where you
also hold the first lien.

Wells Fargo response:

As of March 31, 2011, 18% of our NHEG balances are in first lien position, 41% are in junior lien
position behind Wells Fargo owned or serviced first liens and 41% are in junior lien position
behind third party first liens.

    c.

    Tell us whether the default and delinquency statistics for the home equity
loans where you also hold the first lien show a different trend than situations where
you do not also hold the first lien loan.

Wells Fargo response:

Our NHEG junior lien portfolio has lower delinquency and loss rates when Wells Fargo owns or
services the related first liens compared to when we do not own or service the related first liens.
Delinquency and loss rates for our NHEG junior liens at March 31, 2011, are as follows:

    March 31, 2011

    Two or more

    Statistics for Wells Fargo owned/serviced

    payments

    Loss rate

    vs. third party owned/serviced

    past due

    (annualized)

    Junior lien behind Wells Fargo owned
or serviced first lien

    2.80
    %

    3.88

    Junior lien behind third party first lien

    3.62

    4.64

Stephanie Hunsaker

May 25, 2011

Page 7

    d.

    Tell us and enhance disclosures in future filings to provide a discussion of
how many borrowers are only paying the minimum amount due on the home equity loan.

Wells Fargo response:

In March 2011, for our total home equity portfolio, approximately 91% of our borrowers with
outstanding balances paid at least the minimum amount due, which included 41% of our borrowers
paying only the minimum amount due. We will include this disclosure in future filings.

    e.

    Describe the terms of the home equity loans in more detail. For example, tell
us how long the draw periods are for the loans and provide data on when the loans
convert to amortizing.

Wells Fargo response:

The majority of our junior lien loan products are amortizing payment loans with fixed interest
rates and repayment terms that range between 5 to 30 years. Junior lien loans with balloon payments
at the end of the repayment term represent a small portion of our junior lien loans.

Our first and junior lie

May 11, 2011
 John G. Stumpf Chairman, President and Chief Executive Officer Wells Fargo & Company 420 Montgomery Street
San Francisco, California 94163

Re: Wells Fargo & Company
 Form 10-K for Fiscal Year Ended December 31, 2010
Filed February 25, 2011 Form 10-Q for Fiscal Quarter Ended March 31, 2011 Filed May 6, 2011 File No. 001-02979

Dear Mr. Stumpf:
 We have reviewed your filing and have the following comments.  In some of our
comments, we may ask you to provide us with  information so we may better understand your
disclosure.
 Please respond to this letter within ten business days by amending your filing, by
providing the requested information, or by advi sing us when you will provide the requested
response.  If you do not believe our comments apply to your fact s and circumstances or do not
believe an amendment is appropriate, pl ease tell us why in your response.
 After reviewing any amendment to your filing and the information you provide in
response to these comments, we ma y have additional comments.
 Form 10-K for Fiscal Year Ended December 31, 2010

 Regulation and Supervision, page 3

 1. You may not qualify this section by reference to  the full text of the statutes, regulations
and policies that are described.  Please confirm that you will not qualify this section in
future filings.
 Item 1A.  Risk Factors, page 13

 2. Many of your risk factor discussions are too vague to be meaningful to investors.
For example:

John G. Stumpf Wells Fargo & Company May 11, 2011 Page 2

a. “Our financial results and condition may be adversely affected by difficult and
business economic conditions…;”
b. “Financial and credit markets may experience a disruption…;”

c. “Higher charge-offs and worsening credit c onditions could require us to increase our
allowance…;” and

d. “Our ability to grow revenue and earnings will suffer if we are unable to sell more
products to customers.”

Those are only examples.  Please provide draft di sclosure to be includ ed in future filings
expanding your risk factors discussion to id entify any specific situations that make you
particularly vulnerable to the identified risks,  including regulatory ch anges.  Additionally,
provide a more specific discussi on of the potential consequences
 Item 7A.  Quantitative and Qualitative Disclosures About Market Risk, page 16

 3. We refer to your disclosure under “Financial Review – Risk Management” on page 61 of
your 2010 Annual Report to Shareholders that you have incorporated by reference to
your Form 10-K and note your reference to th e positive performance of the “Pick-a-Pay”
portfolio, which you attribute primarily to “significant modification efforts.”  Please
provide proposed disclosure to be included in future filings clarifying the extent to which
these modification efforts resulted from settleme nt agreements with state regulators.
 Financial Review, page 34

Table 7:  Noninter est Income, page 45

4. We note the significant fluctuations in the account “net gains from trading activities,”
during the three years ended December 31, 2010.  Please tell us and expand your
disclosures in future filings to provide a discussion of the following:  a. Describe the key drivers of the activity in this line item.
 b. Discuss the underlying causes of the variations  in this account from  year to year.
For example, revenues declined 38 percent in 2010 from 2009, but increased 872% in
2009 as compared to 2008 and no discussion appears to be provided analyzing the results.
 c. Discuss how revenues are earned from tradi ng activities.  For example, disclose
whether the results are mainly fee based, or primarily driven by changes in fair value
of the trading positions held.

John G. Stumpf Wells Fargo & Company May 11, 2011 Page 3

Risk Management- Credit Risk Management, page 54

 Table 25:  Home Equity Portfolios, page 63

 5. We note your discussion of your home equity portfolio and the table showing geographic
concentrations.  Please respond to the follo wing and expand your disclosures in future
filings to address the following:  a. Tell us whether you are able to track whethe r the first lien position is in default,
regardless of whether you hold the first lien lo an.  If so, please tell us the results of
that data and consider providing disclosure  of this information in future filings.
 b. Tell us and disclose the percentage of th e home equity loan portfolio where you also
hold the first lien.
 c. Tell us whether the default and delinquency st atistics for the home equity loans where
you also hold the first lien show a different  trend than situations where you do not
also hold the first lien loan.
 d. Tell us and enhance disclosures in future filings to provide a discussion of how many
borrowers are only paying the minimum amount due on the home equity loan.
 e. Describe the terms of the home equity loans in more detail.  For example, tell us how
long the draw periods are for the loans and provide data on when the loans convert to
amortizing.
 f. Tell us whether the default and delinquenc y statistics for amortizing loans show a
different trend than situati ons where the home equity lo ans have not converted to
amortizing.

Liability for Mortgage Loan Repurchase, page 72

 6. We note your disclosure that there may be a range of reasonably po ssible losses in excess
of the estimated mortgage repurchase liability that cannot be estimated  with confidence.
We do not believe that the criteria “with c onfidence” is consistent with the guidance in
ASC 450.  Please either provide  an estimated range of reasonably possible loss, or
provide disclosure that you are unable to estimate the loss or range of possible loss
without the qualifier “with confidence.”  We also note your disclosure that the level of
repurchase demands is down from a year ago.  We believe that as time goes on and you
have gained more experience in resolving th e claims, you should be able to provide an
estimate of reasonably possible losses in  excess of the estimated liability.

7. We note footnote two to your table of unr esolved repurchase demands and mortgage
insurance recessions indicates that to the ex tent mortgage insuran ce is rescinded by the

John G. Stumpf Wells Fargo & Company May 11, 2011 Page 4

mortgage insurer, the lack of insurance may result in a repurchase demand from the
investor.  Please respond to the following:

a. Clarify where investor repurchase demands due to lack of insurance show up in the
table;
b. Tell us the counterparties for which you typi cally would provide the representations
about mortgage insurance (private versus  GSEs) and whether this is one of the
breaches of the representations and warrantie s provided that results in a large number
of repurchase demands;

c. Tell us whether you have statistics on th e percentage of mortgage insurance
rescissions that actually re sult in repurchase demands;

d. Tell us whether the holder of the mortgage is also aware of the mortgage insurance
rescission, as well as whether you have an ob ligation to report the mortgage insurance
rescission to the purchas er of the mortgage;

e. Tell us when and how you establish reserv es for mortgage insurance rescissions,
particularly where there is not a repurchase demand; and

f. Tell us your success rates in ge tting the mortgage insurer to  reinstate coverage due to
lack of a contractual breach.
8. We note your disclosure that you negotiated global settlements on pools of mortgage
loans of $675 million, which effectively eliminates the risk of repurchase on those loans from your outstanding servicing portfolio.  Please  tell us the types of  counterparties that
you entered into global settlements with.  Additionally, tell us  whether the global
settlements effectively settled all future mo rtgage repurchase requests for the mortgage
pools in question with that count erparty, or just the existing cl aims that had been made on
mortgages identified with defects.

Risk Management – Asset/Liability Management

Market Risk – Trading Activities, page 78

9. We note your disclosure on page 78 that you ta ke positions based on market expectations
or to benefit from price diffe rences between financial instru ments and markets, as well as
your disclosure on page 172 that you use deriva tives, in part, to generate profits from
proprietary trading.  We also note the line ite ms “net gains from trading activities” on
your consolidated statement of income and your  disclosure in the table on page 176 that
indicates that you classify certain changes in the fair value of trading and other
freestanding derivatives in various line items not clearly specified, but including
“mortgage banking” noninterest income and “other” noninterest income.  It is not clear,

John G. Stumpf Wells Fargo & Company May 11, 2011 Page 5

however, how much of this revenue was generated from your proprietary trading
business.  We believe that separate quantif ication of your proprie tary trading revenues
will provide useful information to allow r eaders to understand the significance of your
proprietary trading activities to your overall results of ope rations and to more clearly
understand the impact that the Volcker rule  and its limitations on proprietary trading
activities is expected to have on your busines s going forward.  Accordingly, please revise
your future filings to separately disclose your revenues earned from proprietary trading
activities.  In addition, please clearly define what you consid er to represent proprietary
trading activities and discuss changes you plan to implement, or have implemented, as a
result of future prohibitions or limitations  on this type of activity in the future.
 Allowance for Credit Losses, page 71

 10. Please tell us how you comply with the disc losure requirements in Item IV.B of
Industry Guide 3 and/or revise fu ture filings to disclose this information.  In this regard,
we note that Industry Guide 3 requires a br eakdown of the ending allowance for loan
losses for the past five years by category and that the loan categories included in Guide 3
appear to be similar to your classes of financing receivables.
 Note 1: Summary of Significant Accounti ng Policies – Impaired Loans, page 116

11. Please revise future filings to discuss the factors you consider in determining that you
will be unable to collect all principal and in terest payments due in accordance with the
contractual terms of the loan agreem ent.  Refer to ASC 310-10-50-15(e).

Note 1: Summary of Significant Accounting Po licies – Purchase Credit-Impaired.., page 116
 12. You disclose here that modi fied PCI loans that are acc ounted for individually are
considered TDRs and removed from PCI accounting if there has been a concession
granted in excess of the original nonaccretable difference.  Please tell us and revise future
filings to disclose whether you classify thes e loans as impaired loans.  If you do not,
please explain to us why you do not and clarif y your disclosure on page 116 that states
that loans classified as TDRs are considered  impaired loans.  We note the guidance in
ASC 310-30-35-10(a).

Foreclosed Assets, page 117

13. We note your disclosure that foreclosed assets are recorded at net re alizable value with a
charge to the allowance for credit losses at  foreclosure, and that you allow up to 90 days
after foreclosure to finalize determination of ne t realizable value.  Thereafter, changes in
net realizable value are record ed to non-interest expense.  Please tell us whether you
record significant charges due to write-downs  to net realizable value at the time of
foreclosure given that ASC 310-10-35-32 requires loans where foreclosure is probable to

John G. Stumpf Wells Fargo & Company May 11, 2011 Page 6

be measured at fair value, and ASC 310-10-35- 23 requires costs of sa le to be considered
if repayment is expected solely on the sale of the collateral.
 Note 5: Securities Available for Sale, page 123

 14. You disclose that the corporat e debt securities classificati on includes securi ties backed by
commercial loans.  You also disclose that th e collateralized debt obligation classification
includes securities primarily backed by commercial and other collateral.  Please revise future filings to clarify the difference betw een securities backed by commercial loans and
securities backed by commercial collateral.
Note 6: Loans and Allowance for Credit Losses, page 131

 15. We note from your disclosure on page 131 that  you identified two portfolio segments,
commercial and consumer, and a total of nine  classes.  In addition, we note that a
segment is defined in ASU 2010-20 as the level at which you develop and document a systematic methodology to determine your allowa nce for credit losses.  Given the unique
characteristics of your home equity portfolio (classified as part of your real estate 1-4
family junior lien mortgage class), pleas e tell us how you determined that your home
equity portfolio did not meet the de finition of a portfolio segment.

Note 8: Securitization and Variab le Interest Entities, page 146

16. We note your disclosure in note two to your table of unconsolidated  variable interest
entities (VIE’s) with which you have significan t continuing involvement, but are not the
primary beneficiary on pages 148-149.  We note th at your loan to the VIE represents over
97% of the VIE’s assets.  Please tell us th e facts and circumstances related to these
transactions including the pr imary benefits related to how  the transactions/trusts are
structured and provide us a detailed accounting analysis which explains why you do not
consolidate the VIE.  Please discuss any changes in your accounting for these transactions during 2009 and 2010.  Also, please tell us why you include the loan amount
in the “Debt and equity interest” column in the table.

17.  We note that you have debt and equity inte rests representing great er than 50% of the
total assets in the asset-based finance stru ctures.  Please provide additional information
about your involvement with these entities and provide us with a detailed accounting
analysis which explains why you do not consol idate these VIEs, specifically addressing
the significant debt and equity interests held  in the entities and wh ether other rights are
obtained given the size of your investments.   Additionally, as part of your response,
please explain what the additional $2.2 billi on of other exposure represents as of
December 31, 2010 and tell us why there is no carrying value asset (l iability) for it, as
exists at December 31, 2009.

John G. Stumpf Wells Fargo & Company May 11, 2011 Page 7

18. We note your disclosure on page 153 related to the table illust rating the principal
balances of off-balance sheet securitized lo ans, including residential mortgages sold to
FNMA, FHLMC, and GNMA where servic ing is your only form of continuing
involvement.  Please tell us in more de tail why you exclude loans sold to FNMA,
FHLMC and GNMA in both the delinquent loans and net charge-off columns.  In this
regard, we note your disclo sure that you would only e xperience a loss if you were
required to repurchase a delinquent loan due to  a breach in original representations and
warranties from these entities, but it is uncle ar how your exposure w ould be different for
the other loans in unconsolidated trusts fo r which your only continuing involvement is
servicing.

19.  We note that you consolidate certain nonconforming residential mortgage loan
securitizations, as described further on page 155, but also have significant amounts of
nonconforming residential mortgage loan securiti zations that are not consolidated.  Based
on the disclosures provided on pa ge 155, the nature of the vari able interests held in the
consolidated VIEs includes be neficial interests issued by the VIE, mortgage servicing
rights and recourse or repurchase reserve liabilities.  Based on the disclosures provided in
the table on page 148

January 18, 2011

By U.S. Mail and Facsimile to: (415) 975-6871
 Richard D. Levy
Executive Vice President and Controller Wells Fargo & Company 420 Montgomery Street San Francisco, CA 94163
Re: Wells Fargo & Company
  Form 10-K for Fiscal Year Ended December 31, 2009   Form 10-Q for Fiscal Quarter Ended March 31, 2010
Filed February 26, 2010 File No. 001-02979
 Dear Mr. Levy:
 We have completed our review of your fili ngs and do not have any further comments at
this time.
Sincerely,    Kevin W. Vaughn Accounting Branch Chief

CORRESP
1
filename1.htm

Correspondence

 Richard D. Levy

Executive Vice President and Controller

 Wells Fargo & Company

 MAC A0163-039

 343 Sansome Street, 3rd Floor

San Francisco, CA 94104-1303

415.222.3119

 415.975.6871 (fax)

richard.d.levy@wellsfargo.com

 November 17, 2010

 VIA EDGAR AND HAND DELIVERY

Kevin W. Vaughn

 Accounting Branch Chief

 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, 2009

 Form 10-Q for Fiscal Quarter Ended March 31, 2010

 File No. 001-02979

 Dear Mr. Vaughn:

 In response
to the comments by the staff (“Staff”) of the Securities and Exchange Commission (“Commission”) contained in the Staff’s letter dated November 2, 2010, to Wells Fargo & Company (“Wells Fargo” or the
“Company”), we submit the following information. The Staff’s comments, indicated in bold, are followed by Wells Fargo’s responses.

 December 31, 2009 Form 10-K

 General

1.
Your Form 10-K does not include any information on direct or indirect contacts with Iran, Sudan, or Syria. As you know, those countries are identified by the State
Department as state sponsors of terrorism, and are subject to U.S. economic sanctions and export controls. Please describe to us the nature and extent of your past, current, and anticipated business activities related to, or contacts with, Iran,
Sudan, and Syria since your letters to the staff dated January 13, 2006, March 15, 2006, and June 2, 2006, in which you discuss your customer ties to the referenced countries. In this regard, we note from the website of your
subsidiary, Wells Fargo Insurance Services USA, Inc., that its subsidiary, Wells Fargo Global Broker Network, LLC, has offices that service Sudan and Syria.

 Your response should address both direct contacts and contacts through subsidiaries, affiliates, or other indirect arrangements. It should describe any services or funds you may have provided to
individuals and institutions of those countries, directly or indirectly, since your above letters, the uses made of the funds

 Kevin W. Vaughn

 November 17, 2010

  Page
 2

received, and any agreements, commercial arrangements, or other contacts you have had with the governments of those countries or entities controlled by those governments since your letters.

 Wells Fargo Response

Since June 2, 2006, the date of our most recent letter referenced in your comment (the “specified period”), Wells Fargo has not operated,
directly or indirectly, in Iran, Sudan or Syria, nor does it have any intention to operate in any of those countries. During the specified period we have not entered into any agreements or commercial arrangements with the governments of those
countries or entities controlled by those governments.

 Our Office of Foreign Assets Control (“OFAC”) Compliance Program
incorporates OFAC’s requirements for the country sanctions programs for Iran, Sudan and Syria. Our compliance personnel, using our OFAC screening systems and other research tools, are responsible for our compliance with these requirements. We
screen all customer accounts at account opening (and upon address and other maintenance changes) to confirm that customers are not listed against the most current list of specially designated nationals (“SDNs”) published by OFAC.
Additionally, we screen transactions that flow through our systems against OFAC lists, and we evaluate transactions to determine whether any OFAC country sanctions requirements must be addressed. Upon identifying a customer as an SDN, or a
transaction that violates any of OFAC’s sanctions, we block, reject and report as necessary.

 Wells Fargo Global Broker Network, LLC
(“WFGBN” or the “Network”) is a subsidiary of Wells Fargo Insurance Services USA, Inc. (“WFIS”), which is an indirect subsidiary of Wells Fargo & Company. WFGBN is an international association of fewer than 100
independent insurance brokers (with the exception of WFIS, which is also a member), and serves as a referral network for its members. For example, a broker with operations limited to the United States may have a customer with insurance needs in a
foreign country. In such a case, the U.S.-based broker may refer the customer to a Network member who is licensed in that foreign country. Under the current arrangement, if the total amount of fees generated from the placement of insurance using the
Network is $7,500 or less, the local broker would retain the entire amount. If the total amount exceeds $7,500, the local broker would retain 75% of the fees and the referring broker would receive the other 25%. Employees of WFGBN administer the
association, and member brokers pay a membership fee to belong to the Network. Neither WFIS nor WFGBN has any ownership interest in or control over the activities of any association member.

 During the specified period, neither WFIS nor WFGBN has engaged in business activities, or other contacts with Iran, Sudan or Syria, or sold any products or services to customers located in any of these
countries. Under the terms of their membership in the Network, association members may not transact business in Iran, Sudan or Syria under the WFGBN brand, but may do so independently outside of the Network. According to WFGBN’s membership
records, no association member is located in Iran, Sudan or Syria. The independent brokers listed on the website for Sudan and Syria are located in Kenya and Greece, respectively. To our knowledge, none of these members, nor any other members of the
association, have sold any products or

 Kevin W. Vaughn

 November 17, 2010

  Page
 3

services in Iran, Sudan or Syria during the specified period, and even if they had, those transactions would not have gone through any Wells Fargo systems. WFGBN has deleted the references on its
website to Sudan and Syria to avoid any implication that any member brokers are located in those countries or sell products or services to customers located in those countries under the WFGBN brand.

2.
Please discuss the materiality of any business activities in, and other contacts with, Iran, Sudan, and Syria, described in response to the foregoing comment, and
whether they constitute a material investment risk for your security holders. You should address materiality in quantitative terms, including the approximate dollar amounts of any revenues, assets, and liabilities associated with each of the
referenced countries for the last three fiscal years and the subsequent interim period. Also, address materiality in terms 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. As you know, various state and municipal governments, universities, and other investors have proposed or adopted divestment or similar initiatives regarding
investment in companies that do business with U.S.-designated state sponsors of terrorism. Your materiality analysis should address the potential impact of the investor sentiment evidenced by such actions directed toward companies that have
operations associated with Iran, Sudan, or Syria.

 Wells Fargo Response

We do not believe the issues relating to Iran, Sudan and Syria described in your first comment constitute a material investment risk to our security
holders. We have assessed materiality both in terms of quantitative factors and qualitative factors such as reputational risk, and with the understanding that certain investors may have self-imposed or other restrictions on investing in companies
that do business in Iran, Sudan or Syria. As described above in our response to your first comment, we do not have any direct or indirect operations in Iran, Sudan or Syria and we do not sell any products or services to customers located in any of
these countries. In addition, since Network members are prohibited from transacting in Iran, Sudan or Syria under the WFGBN brand, we would not receive any fees or other revenue from the sale of products or services by association members to
customers located in any of these countries, which sales, if any, would occur independently and outside of the Network.

 We do not believe we
have any material reputational or “investment sentiment” risk due to our lack of operations in Iran, Sudan and Syria, combined with what we believe is a robust compliance program to appropriately detect, report and prevent OFAC-prohibited
activity in those countries. We also note that beginning for fiscal year 2006 we have included risk factor disclosure in our annual report on Form 10-K regarding the possibility that we may incur fines, penalties or other negative consequences
from even inadvertent or unintentional violations of law or regulation, including regulations issued by OFAC. Included in this risk factor disclosure is a statement that noncompliance may result in damage to our reputation and restrictions on the
ability of certain investors to invest in our securities. For your reference, below is the risk factor

 Kevin W. Vaughn

 November 17, 2010

  Page
 4

disclosure that was included in our 2009 Form 10-K. The parenthetical “see below” refers to a general discussion of reputational risk also included in the 2009 Form 10-K. We will
include similar risk factor disclosure in our 2010 Form 10-K.

 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. 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 below) and could restrict the ability of institutional investment managers to invest in our securities.

 June 30, 2010 Form 10-Q

 Note 10. Guarantees and Legal Actions

3.
We note from press reports that in August 2010, a federal judge ordered you to pay over $200 million to compensate customers alleged to have been improperly charged
overdraft fees. Please tell us the following:

a.
 Have you recorded a litigation charge in the 3rd quarter? If so, please tell us the amount recorded.

b.
Will you receive a tax deduction for any payments?

c.
Will you discuss this ruling in your September 30, 2010 Form 10-Q?

d.
Does this ruling impact your materiality assessment for your litigation disclosure?

e.
Are there other implications of the ruling? For example, does this mean you will need to stop charging certain fees? Is there related litigation which based on this
ruling is likely to negatively impact your future financial results?

 Kevin W. Vaughn

 November 17, 2010

  Page
 5

 Wells Fargo Response

 CONFIDENTIAL TREATMENT REQUESTED BY WELLS FARGO & COMPANY

 (WFC-001 TO WFC-002)

 The Company acknowledges that:

•

 The Company is responsible for the adequacy and accuracy of the disclosure in the filings;

•

 Staff comments or changes to disclosure in response to Staff comments do not foreclose the Commission from taking any action with respect to the
filings; 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 me at
(415) 222-3119.

Very truly yours,

 /s/ Richard D. Levy

Richard D. Levy

Executive Vice President and Controller

(Principal Accounting Officer)

cc:
Michael Volley, Securities and Exchange Commission

 John G. Stumpf, Chairman, President and Chief Executive Officer

 Howard I. Atkins,
Senior Executive Vice President and Chief Financial Officer

 James M. Strother, Executive Vice President and General Counsel

November 2, 2010

By U.S. Mail and Facsimile to: (415) 975-6871
 Richard D. Levy
Executive Vice President and Controller Wells Fargo & Company 420 Montgomery Street San Francisco, CA 94163
Re: Wells Fargo & Company
  Form 10-K for Fiscal Year Ended December 31, 2009   Form 10-Q for Fiscal Quarter Ended March 31, 2010
Filed February 26, 2010 File No. 001-02979
 Dear Mr. Levy:
 We have reviewed your letter filed on A ugust 4, 2010 and have the following comments.
In some of our comments, we may ask you to pr ovide us with information so we may better
understand your disclosure.
 Please respond to this letter within te n business days by providing the requested
information, including a draft of your proposed disclosures to be made in future filings, or by
advising us when you will provide the requested  response.  If you do not believe our comments
apply to your facts and circumstances or do not believe future revisions are appropriate, please
tell us why in your response.
 After reviewing the information you provide in response to these comments, including
the draft of your proposed disclosures, we may have additional comments.

December 31, 2009 Form 10-K

General
1. Your Form 10-K does not include any informati on on direct or indirect  contacts with Iran,
Sudan, or Syria.  As you know, those countries are identified by the Stat e Department as state
sponsors of terrorism, and are subject to U.S. economic sanctions and export controls.  Please
describe to us the nature and extent of your past, current, and anticipated business activities
related to, or contacts with, Iran, Sudan, and Syri a since your letters to the staff dated January
13, 2006, March 15, 2006, and June 2, 2006, in whic h you discuss your customer ties to the

 Richard D. Levy
Wells Fargo & Company November 2, 2010 Page 2

referenced countries.  In this  regard, we note from the website of your subsidiary, Wells
Fargo Insurance Services USA, Inc., that it s subsidiary, Wells Fargo Global Broker Network,
LLC, has offices that service Sudan and Syria.     Your response should address both direct contacts and c ontacts through subsidiaries,
affiliates, or other indirect arrangements.  It  should describe any se rvices or funds you may
have provided to individuals and institutions of those countries, directly or indirectly, since
your above letters, the uses made of the funds  received, and any agreements, commercial
arrangements, or other contact s you have had with the governme nts of those countries or
entities controlled by those govern ments since your letters.
 2. Please discuss the materiality of any business activities in, and other contacts with, Iran,
Sudan, and Syria, described in response to the foregoing comment, and whether they
constitute a material investment risk for your security holders.  You should address
materiality in quantitative terms, including the approximate dollar amounts of any revenues, assets, and liabilities associated with each of the referenced count ries for the last three fiscal
years and the subsequent interim period.  Also, address materiality in terms of qualitative factors that a reasonab le investor would deem important in making an investment decision,
including the potential impact of corporate activities upon a co mpany’s reputation and share
value.  As you know, various state and muni cipal governments, universities, and other
investors have proposed or adopted  divestment or similar initia tives regarding investment in
companies that do business with U.S.-designated state sponsors of  terrorism.  Your
materiality analysis should a ddress the potential impact of the investor sentiment evidenced
by such actions directed toward companies that  have operations associated with Iran, Sudan,
or Syria.
 June 30, 2010 Form 10-Q

Note 10. Guarantees and Legal Actions

3. We note from press reports th at in August 2010, a federal judg e ordered you to pay over
$200 million to compensate customers alleged to  have been improperly charged overdraft
fees.  Please tell us the following:

a. Have you recorded a litigation charge in the 3rd quarter?  If so, please tell us the amount
recorded.
b. Will you receive a tax deduction for any payments?
c. Will you discuss this ruling in your September 30, 2010 Form 10-Q?
d. Does this ruling impact your materiality assessment for your litig ation disclosure?

 Richard D. Levy Wells Fargo & Company November 2, 2010 Page 3

e. Are there other implications of the ruling?  For example, does this mean you will need to
stop charging certain fees?   Is there relate d litigation which based on this ruling is more
likely to negatively impact your future financial results?

You may contact Michael Volley, Staff Acc ountant, at (202) 551- 3437 or me at (202)
551-3494 if you have questions regarding our comments.
Sincerely,    Kevin W. Vaughn Accounting Branch Chief

CORRESP
1
filename1.htm

corresp

    Richard D. Levy

Executive Vice President & Controller

    MAC A0163-039

343 Sansome Street, 3rd Floor

San Francisco, CA 94104

415 222-3119

415 975-6871 Fax

richard d. levy@wellsfargo.com

August 4, 2010

VIA EDGAR AND ELECTRONIC MAIL

Kevin W. Vaughn

Accounting Branch Chief

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, 2009

Form 10-Q for Fiscal Quarter Ended March 31, 2010

File No. 001-02979

Dear Mr. Vaughn:

In response to the comments by the staff (“Staff”) of the Securities and Exchange Commission
(“Commission”) contained in the Staff’s letter dated July 28, 2010, to Wells Fargo & Company
(“Wells Fargo” or the “Company”), we submit the following information. The Staff’s comments,
indicated in bold, are followed by Wells Fargo’s responses.

December 31, 2009 Form 10-K

Note 7, Securitizations and Variable Interest Entities, page 77

    1.

    We note your response to prior comment 7 in your letter dated July 1, 2010. We continue
to consider your response and may have future comments in this area.

Wells Fargo response:

We acknowledge the Staff’s comment.

March 31, 2010 Form 10-Q

Reserve for Mortgage Loan Repurchase Losses, page 40

    2.

    We note your response to prior comment 11 in your letter dated May 11, 2010 and your
disclosure on pages 40-41 in your March 31, 2010 Form 10-Q. Please respond to the
following:

Kevin W. Vaughn

August 4, 2010

Page 2

    a.

    Revise your future filings to disclose whether there is a time period that you
have to respond to a repurchase request and what occurs if you do not respond in that
time period.

Wells Fargo response:

The time periods specified in our mortgage loan sales contracts to respond to repurchase requests
vary, but are generally 90 days or less and generally include no specific remedies if the
repurchase time period is not met. Upon receipt of a repurchase request, we work with our investors
to arrive at a mutually agreeable resolution.

    b.

    Revise your future filings to disclose the level of unresolved claims existing
at each balance sheet date by claimant (GSE, monoline insurer, mortgage insurer, etc).
If the amount for any claimant has a negative trend, please discuss the qualitative
factors that you consider in your methodology to account for this fact.

Wells Fargo response:

Adjustments made to our mortgage repurchase reserve in recent periods have incorporated the
increase in repurchase demands and mortgage insurance rescissions that we have experienced. The
table below provides the number of unresolved repurchase demands and mortgage insurance rescissions
as of June 30, 2010, and December 31, 2009.

    June 30, 2010

    Dec. 31, 2009

    Original

    Original

    Number of

    loan

    Number of

    loan

    ($ in millions)

    loans

    balance (1)

    loans

    balance (1)

    Government sponsored entities (2)

    12,536

    $
    2,840

    8,354

    $
    1,911

    Private

    3,160

    707

    2,929

    886

    Mortgage insurance rescissions (3)

    2,979

    760

    2,965

    859

    Total

    18,675

    $
    4,307

    14,248

    $
    3,656

    (1)

    While original loan balance related to these demands is presented above, the establishment
of the repurchase reserve is based on a combination of factors, such as our appeals success rates,
reimbursement by correspondent and other third party originators, and projected loss severity,
which is driven by the difference between the current loan balance and the estimated collateral
value less costs to sell the property.

    (2)

    Includes repurchase demands of 2,141 and $417 million and 1,536 and $322 million for
June 30, 2010, and December 31, 2009, respectively, received from investors on mortgage servicing
rights acquired from other originators. We have the right of recourse against the seller for these
repurchase demands and would only incur a loss on these demands for counterparty risk associated
with the seller.

    (3)

    As part of our representations and warranties in our loan sales contracts, we represent that
certain loans have mortgage insurance. To the extent the mortgage insurance is rescinded by the
mortgage insurer, the lack of insurance may result in a repurchase demand from an investor.

    c.

    Revise your future filings to disclose which representation and warranty
provisions have resulted in the most repurchases/reimbursements and discuss any trends
in terms of the losses associated with the various types of defects.

Kevin W. Vaughn

August 4, 2010

Page 3

Wells Fargo response:

Most repurchases under our representation and warranty provisions are attributable to borrower
misrepresentations and appraisals obtained at origination that investors believe do not fully
comply with applicable industry standards. We do not track actual losses incurred by type of loan
defect or reason for repurchase.

    d.

    Revise your future filings to discuss your review process to determine whether
to reject or accept a repurchase demand (e.g. loan by loan review, pool level analysis,
etc).

Wells Fargo response:

Repurchase demands are typically reviewed on an individual loan by loan basis to validate the
claims made by the investor and determine if a contractually required repurchase event occurred.
Occasionally, in lieu of conducting the loan level evaluation, we negotiate settlements on
aggregate pools of loans.

    e.

    Revise your future filings to explain in greater detail your recourse to
correspondent and other third party originators and disclose the percentage and any
trends related to repurchase demands from external sources (overall or by particular
source).

Wells Fargo response:

Customary with industry practice, Wells Fargo has the right of recourse against correspondent
lenders with respect to representations and warranties. Of the repurchase demands presented in the
table above (in response to comment (2b)), approximately 20% relate to loans purchased from
correspondent lenders. Due primarily to the financial difficulties of some correspondent lenders,
we typically recover on average approximately 50% from these lenders, and this estimate of their
performance is incorporated in the establishment of our mortgage repurchase reserve.

    f.

    You disclose that there may be a range of reasonably possible losses in excess
of the estimated liability that cannot be estimated. Please revise future filings and
tell us in greater detail why the range of reasonably possible losses cannot be
estimated.

Wells Fargo response:

There may be a wide range of reasonably possible losses that cannot be estimated with confidence
because our mortgage repurchase reserve is based upon multiple factors that are dependent on
economic performance, investor demand strategies, and other external conditions that may change
over the life of the underlying loans, are difficult to estimate and require considerable
management judgment.

Kevin W. Vaughn

August 4, 2010

Page 4

*****************

We will include the following disclosure within Management’s Discussion and Analysis in our Second
Quarter 2010 Form 10-Q (underlining denotes changes from our First Quarter 2010 Form 10-Q in
response to the Staff’s comments):

We sell mortgage loans to various parties, including government sponsored entities (GSEs),
under contractual provisions that include various representations and warranties, which
typically cover ownership of the loan, compliance with loan criteria set forth in the
applicable agreement, validity of the lien securing the loan, absence of delinquent taxes or
liens against the property securing the loan, and similar matters. We may be required to
repurchase the mortgage loans with identified defects, indemnify the investor or insurer, or
reimburse the investor for credit loss incurred on the loan (collectively “repurchase”) in
the event of a material breach of such contractual representations or warranties. The
time periods specified in our mortgage loan sales contracts to respond to repurchase
requests vary, but are generally 90 days or less and generally include no specific remedies
if the repurchase time period is not met. Upon receipt of a repurchase request, we work with
our investors to arrive at a mutually agreeable resolution. Repurchase demands are
typically reviewed on an individual loan by loan basis to validate the claims made by the
investor and determine if a contractually required repurchase event occurred. Occasionally,
in lieu of conducting the loan level evaluation, we may negotiate global settlements in
order to resolve a pipeline of demands. We manage the risk associated with potential
repurchases or other forms of settlement through our underwriting and quality assurance
practices and by servicing mortgage loans to meet investor and secondary market standards.

We establish mortgage repurchase reserves related to various representations and warranties
that reflect management’s estimate of losses based on a combination of factors. Such factors
incorporate estimated levels of defects based on internal quality assurance sampling,
default expectations, historical investor repurchase demand and appeals success rates (where
the investor rescinds the demand based on a cure of the defect or acknowledges that the loan
satisfies the investor’s applicable representations and warranties), reimbursement by
correspondent and other third party originators, and projected loss severity. We establish a
reserve at the time loans are sold and continually update our reserve estimate during their
life. Although investors may demand repurchase at any time, the majority of repurchase
demands occurs in the first 24 to 36 months following origination of the mortgage loan and
can vary by investor. Currently, repurchase demands primarily relate to 2006 through 2008
vintages. For additional information on our repurchase liability, including an adverse
impact analysis, see Note 7 (Securitizations and Variable Interest Entities) to Financial
Statements in this Report.

During second quarter 2010, we continued to experience elevated levels of repurchase
activity measured by number of loans, investor repurchase demands and our level of
repurchases. In second quarter and first half of 2010 we repurchased or otherwise settled

Kevin W. Vaughn

August 4, 2010

Page 5

mortgage loans with balances of $530 million and $1.1 billion, respectively, and incurred
net losses on repurchased or settled loans of $270 million and $442 million, respectively.
Most repurchases under our representation and warranty provisions are attributable to
borrower misrepresentations and appraisals obtained at origination that investors believe do
not fully comply with applicable industry standards. A majority of our repurchases
continued to be government agency conforming loans from Freddie Mac and Fannie Mae and
predominately from 2006 through 2008 originations.

Adjustments made to our mortgage repurchase reserve in recent periods have incorporated
the increase in repurchase demands and mortgage insurance rescissions that we have
experienced. The table below provides the number of unresolved repurchase demands and
mortgage insurance rescissions as of June 30, 2010, and December 31, 2009.

    June 30, 2010

    Dec. 31, 2009

    Original

    Original

    Number of

    loan

    Number of

    loan

    ($ in millions)

    loans

    balance (1)

    loans

    balance (1)

    Government sponsored entities (2)

    12,536

    $
    2,840

    8,354

    $
    1,911

    Private

    3,160

    707

    2,929

    886

    Mortgage insurance rescissions (3)

    2,979

    760

    2,965

    859

    Total

    18,675

    $
    4,307

    14,248

    $
    3,656

    (1)

    While original loan balance related to these demands is presented above, the establishment
of the repurchase reserve is based on a combination of factors, such as our appeals success rates,
reimbursement by correspondent and other third party originators, and projected loss severity,
which is driven by the difference between the current loan balance and the estimated collateral
value less costs to sell the property.

    (2)

    Includes repurchase demands of 2,141 and $417 million and 1,536 and $322 million for
June 30, 2010, and December 31, 2009, respectively, received from investors on mortgage servicing
rights acquired from other originators. We have the right of recourse against the seller for these
repurchase demands and would only incur a loss on these demands for counterparty risk associated
with the seller.

    (3)

    As part of our representations and warranties in our loan sales contracts, we represent that
certain loans have mortgage insurance. To the extent the mortgage insurance is rescinded by the
mortgage insurer, the lack of insurance may result in a repurchase demand from an investor.

Customary with industry practice, Wells Fargo has the right of recourse against
correspondent lenders with respect to representations and warranties. Of the repurchase
demands presented in the table above, approximately 20% relate to loans purchased from
correspondent lenders. Due primarily to the financial difficulties of some correspondent
lenders, we typically recover on average approximately 50% from these lenders, and this
estimate of their performance is incorporated in the establishment of our mortgage
repurchase reserve.

Our reserve for repurchases, included in “Accrued expenses and other liabilities” in our
consolidated financial statements, was $1.4 billion at June 30, 2010, and $1.0 billion at
December 31, 2009. In the second quarter and first half of 2010, $382 million and $784
million, respectively, of additions to the reserve were recorded to reduce net gains on
mortgage loan origination/sales. Our additions to the repurchase reserve this quarter
reflect updated assumptions about the loss we expect on repurchases as well as the
recent increase in repurchase demands and mortgage insurance rescissions as noted above.

Kevin W. Vaughn

August 4, 2010

Page 6

Also, based on current uncertainty about the economic recovery and the loss severity we
continue to experience on repurchased loans, we extended our assumptions about the time
period over which we will incur the current elevated level of loss severity.

The following table summarizes the changes in our mortgage repurchase reserve.

    Six months

    Quarter ended

    ended

    Year ended

    June 30,

    March 31,

    June 30,

    Dec. 31,

    (in millions)

    2010

    2010

    2010

    2009

    Balance, beginning of period

    $
    1,263

    1,033

    1,033

    620

    Additions:

    Loan sales

    36

    44

    80

    302

    Change in estimate — primarily due to
credit deterioration

    346

    358

    704

    625

    Total additions

    382

    402

    784

    927

    Losses

    (270
    )

    (172
    )

    (442
    )

    (514
    )

    Balance, end of period

    $
    1,375

    1,263

    1,375

    1,033

The mortgage repurchase reserve of $1.4 billion at June 30, 2010, represents our best
estimate of the loss that we may incur for various representations and warranties in the
contractual provisions of our sales of mortgage loans. There may be a wide range of
reasonably possible losses in excess of the estimated liability that cannot be estimated
with confidence. The factors that influence our reserve for mortgage loan repurchase
losses are dependent on economic, investor demand strategies, and other external conditions
that may change over the life of the underlying loans, are difficult to estimate and require
considerable management judgment. We maintain regular contact with the GSEs and other
significant investors to monitor and address their repur

July 28, 2010

By U.S. Mail and Facsimile to: (415) 975-6871
 Richard D. Levy
Executive Vice President and Controller Wells Fargo & Company 420 Montgomery Street San Francisco, CA 94163
Re: Wells Fargo & Company
  Form 10-K for Fiscal Year Ended December 31, 2009   Form 10-Q for Fiscal Quarter Ended March 31, 2010
Filed February 26, 2010 File No. 001-02979
 Dear Mr. Levy:
 We have reviewed your letter filed on July 1, 2010 and have the following comments.  In
some of our comments, we may ask you to provi de us with information so we may better
understand your disclosure.
 Please respond to this letter within te n business days by providing the requested
information, including a draft of your proposed disclosures to be made in future filings, or by
advising us when you will provide the requested  response.  If you do not believe our comments
apply to your facts and circumstances or do not believe future revisions are appropriate, please
tell us why in your response.
 After reviewing the information you provide in response to these comments, including
the draft of your proposed disclosures, we may have additional comments.
            December 31, 2009 Form 10-K

 Note 7. Securitizations and Variab le Interest Entities, page 77

1. We note your response to prior comment 7 in you r letter dated July 1, 2010.  We continue
to consider your response and may ha ve future comments in this area.

 Richard D. Levy Wells Fargo & Company July 28, 2010 Page 2

March 31, 2010 Form 10-Q

Reserve for Mortgage Loan Repurchase Losses, page 40

2. We note your response to prior comment 11 in your letter dated May 11, 2010 and your
disclosure on pages 40-41 in your March 31, 2010 Form 10-Q.  Please respond to the
following:

a. Revise your future filings to disclose whether there is a time period that you have to respond to a repurchase request and what occurs if you do not respond in that time
period.

b. Revise your future filings to disclose the level of unresolved claims existing at each balance sheet date by claimant (GSE, monoline insurer, mortga ge insurer, etc).  If the
amount for any claimant has a negative tre nd, please discuss the qualitative factors
that you consider in your methodology to account for this fact.

c. Revise your future filings to disclose which representation and warranty provisions
have resulted in the most repurchases/reimbursements and discuss any trends in terms
of the losses associated with the various types of defects.

d. Revise your future filings to discuss your review process to determine whether to
reject or accept a repurchase demand (e.g. lo an by loan review, pool level analysis,
etc).

e. Revise your future filings to explain in gr eater detail your recourse to correspondent
and other third party originator s and disclose the percentage  and any trends related to
repurchase demands from external sources  (overall or by particular source).

f. You disclose that there may be a range of reasonably possible losses in excess of the
estimated liability that cannot be estimated. Pl ease revise future filings and tell us in
greater detail why the range of reasonab ly possible losses cannot be estimated.

You may contact Michael Volley, Staff Acc ountant, at (202) 551- 3437 or me at (202)
551-3494 if you have questions regarding our comments.

Sincerely,    Kevin W. Vaughn Accounting Branch Chief

CORRESP
1
filename1.htm

corresp

    Richard D. Levy

Executive Vice President & Controller

    MAC A0163-039

343 Sansome Street, 3rd Floor

San Francisco, CA 94104

415 222-3119

415 975-6871 Fax

richard.d.levy@wellsfargo.com

July 1, 2010

VIA EDGAR AND ELECTRONIC MAIL

Kevin W. Vaughn

Accounting Branch Chief

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, 2009

Form 10-Q for Fiscal Quarter Ended March 31, 2010

File No. 001-02979

Dear Mr. Vaughn:

In response to the comments by the staff (“Staff”) of the Securities and Exchange Commission
(“Commission”) contained in the Staff’s letter dated June 24, 2010, to Wells Fargo & Company
(“Wells Fargo” or the “Company”), we submit the following information. The Staff’s comments,
indicated in bold, are followed by Wells Fargo’s responses.

December 31, 2009 Form 10-K

Balance Sheet Analysis — Loan Portfolio, page 48

    1.

    We note your response to comment 2 in your letter dated May 11, 2010. For PCI loans accounted
for on a pooled basis, please revise future filings to more clearly disclose your policy for
determining the specific carrying amount of loans removed from the pool. Please ensure your
disclosure discusses the effect on the accretable and non-accretable yield separately for
loans paid in full versus loans satisfied at less than the contractual amount.

Wells Fargo response:

In future filings, we will revise our disclosures within Management’s Discussion & Analysis
(“MD&A”) as follows (underlining denotes changes to our current disclosure):

Kevin W. Vaughn

July 1, 2010

Page 2

    The nonaccretable difference was established in purchase accounting for PCI loans to
absorb losses expected at that time on those loans. Amounts absorbed by the nonaccretable
difference do not affect the income statement or the allowance for credit losses.
Substantially all of our commercial, CRE and foreign PCI loans are accounted for as
individual loans. Conversely, Pick-a-Pay and other consumer PCI loans have been aggregated
into several pools based on common risk characteristics. Each pool is accounted for as a
single asset with a single composite interest rate and an aggregate expectation of cash
flows. Resolutions of loans may include sales of loans to third parties, receipt of payments
in full or in part from the borrower, or foreclosure and liquidation of the collateral. Our
policy is to remove an individual loan from a pool based on comparing the amount received
from its resolution with its contractual amount. Any difference between these amounts is
absorbed by the nonaccretable difference. This removal method assumes that the amount
received from resolution approximates original pool performance expectations at the time of
acquisition. The remaining accretable yield balance is unaffected and any material change in
remaining effective yield caused by this removal method is addressed by our quarterly cash
flow evaluation process for each pool. For loans in pools that are resolved by payment in
full, there is no release of the nonaccretable difference since there is no difference
between the amount received at resolution and the contractual amount of the loan. The
following table provides an analysis of changes in the nonaccretable difference related to
principal that is not expected to be collected.

    Commercial,

    CRE and

    Other

    (in millions)

    foreign

    Pick-a-Pay

    consumer

    Total

    Balance at December 31, 2008, with refinements

    $
    (10,410
    )

    (26,485
    )

    (4,069
    )

    (40,964
    )

    Release of nonaccretable difference due to:

    Loans resolved by payment in full (1)

    330

    —

    —

    330

    Loans resolved by sales to third parties (2)

    86

    —

    85

    171

    Loans with improving cash flows reclassified to accretable yield (3)

    138

    27

    276

    441

    Use of nonaccretable difference due to:

    Losses from loan resolutions and write-downs (4)

    4,853

    10,218

    2,086

    17,157

    Balance at December 31, 2009

    (5,003
    )

    (16,240
    )

    (1,622
    )

    (22,865
    )

    Release of nonaccretable difference due to:

    Loans resolved by payment in full (1)

    146

    —

    —

    146

    Loans resolved by sales to third parties (2)

    36

    —

    —

    36

    Loans with improving cash flows reclassified to accretable yield (3)

    92

    549

    27

    668

    Use of nonaccretable difference due to:

    Losses from loan resolutions and write-downs (4)

    728

    1,177

    183

    2,088

    Balance at March 31, 2010

    $
    (4,001
    )

    (14,514
    )

    (1,412
    )

    (19,927
    )

    (1)

    Release of the nonaccretable difference for payments in full on individually accounted PCI
loans increases interest income in the period of payment. Pick-a-Pay and other consumer PCI
loans do not reflect nonaccretable difference releases due to pool accounting for those loans.

    (2)

    Release of the nonaccretable difference as a result of sales to third parties increases
noninterest income in the period of the sale.

    (3)

    Reclassification of nonaccretable difference for increased cash flow estimates to the
accretable yield will result in increasing income and thus the rate of return realized. Amounts
reclassified to accretable yield are expected to be probable of realization.

    (4)

    Write-downs to net realizable value of PCI loans are charged to the nonaccretable difference
when severe delinquency (normally 180 days) or other indications of severe borrower financial
stress exist that indicate there will be a loss of contractually due amounts upon final resolution
of the loan.

Kevin W. Vaughn

July 1, 2010

Page 3

    2.

    Please revise future filings to disclose the delinquency status of your PCI portfolio and
how you determine the delinquency status.

Wells Fargo response:

In future filings, we will include the following footnote to the “Loans 90 Days or More Past Due
and Still Accruing” table within our MD&A disclosures:

    The carrying value of PCI loans contractually 90 days or more past due was $[xxx] and $16.1
billion at June 30, 2010, and December 31, 2009, respectively. These amounts are excluded
from the above table as PCI loan accretable yield interest recognition is independent from
the underlying contractual loan delinquency status.

Risk Management, page 54

    3.

    We note your response and revised disclosure to comments 3 and 4 in your letter dated May 11,
2010. Please revise your disclosure in future filings to clarify the extent to which you
charge-off the amount of principal that is forgiven. If there are situations where principal
is forgiven and the amount is not charged-off, please discuss the key factors that support
this action.

Wells Fargo response:

Consistent with our response on May 11, 2010, it is our Corporate Policy to charge off the entire
amount of any principal forgiven.

In future filings, we will revise our MD&A disclosures as follows (underlining denotes changes to
our current disclosure):

    We do not forgive principal for a majority of our TDRs, but in those situations where
principal is forgiven, the entire amount of such principal forgiveness is immediately
charged off. When a TDR performs in accordance with its modified terms, the loan either continues to accrue interest (for performing loans), or will return to accrual status after the
borrower demonstrates a sustained period of performance.

Kevin W. Vaughn

July 1, 2010

Page 4

Note 19: Employee Benefits and Other Expenses, page 167

    4.

    We note your response to comment 17 in your letter dated May 11, 2010. Please revise future
filings to more transparently disclose where the decrease to the pension benefit obligation
from your curtailment is presented.

Wells Fargo response:

In our future filings, we will modify the table showing the changes in the projected benefit
obligation of pension benefits, which was included on page 168 of our 2009 Annual Report on Form
10-K, to separately present the impact of our plan curtailment on the pension benefit obligation as
shown in the table below (underlining denotes changes to our current disclosure):

    December 31,

    2009

    2008

    Pension benefits

    Pension benefits

    Non-

    Other

    Non-

    Other

    (in millions)

    Qualified

    qualified

    benefits

    Qualified

    qualified

    benefits

    Change in benefit obligation:

    Benefit obligation at beginning of year

    $
    8,977

    684

    1,325

    4,565

    366

    663

    Service cost

    210

    8

    13

    291

    15

    13

    Interest cost

    595

    43

    83

    276

    22

    40

    Plan participants’ contributions

    —

    —

    79

    —

    —

    39

    Curtailment (1)

    (910
    )

    (35
    )

    —

    —

    —

    —

    Amendments

    —

    —

    (54
    )

    —

    —

    —

    Actuarial loss (gain)

    1,763

    59

    120

    (197
    )

    (15
    )

    (94
    )

    Benefits paid

    (605
    )

    (79
    )

    (167
    )

    (317
    )

    (24
    )

    (65
    )

    Foreign exchange impact

    8

    1

    2

    —

    —

    —

    Acquisitions

    —

    —

    —

    4,359

    317

    727

    Measurement date adjustment (2)

    —

    —

    —

    —

    3

    2

    Benefit obligation at end of year

    10,038

    681

    1,401

    8,977

    684

    1,325

    Change in plan assets:

    Fair value of plan assets at beginning of year

    7,863

    —

    368

    5,617

    —

    458

    Actual return on plan assets

    1,842

    —

    48

    (1,750
    )

    —

    (128
    )

    Employer contribution

    4

    79

    48

    260

    24

    22

    Plan participants’ contributions

    —

    —

    79

    —

    —

    39

    Benefits paid

    (605
    )

    (79
    )

    (167
    )

    (317
    )

    (24
    )

    (65
    )

    Foreign exchange impact

    8

    —

    —

    —

    —

    —

    Acquisitions

    —

    —

    —

    4,132

    —

    46

    Measurement data adjustment (2)

    —

    —

    —

    (79
    )

    —

    (4
    )

    Fair value of plan assets
at end of year

    9,112

    —

    376

    7,863

    —

    368

    Funded status at
end of year

    $
    (926
    )

    (681
    )

    (1,025
    )

    (1,114
    )

    (684
    )

    (957
    )

    Amounts recognized in the balance sheet
at end of year:

    Liabilities

    $
    (926
    )

    (681
    )

    (1,025
    )

    (1,114
    )

    (684
    )

    (957
    )

    Total assets (liabilities)

    $
    (926
    )

    (681
    )

    (1,025
    )

    (1,114
    )

    (684
    )

    (957
    )

    (1)

    On April 28, 2009, the Board of Directors approved amendments to freeze the benefits
earned under the Wells Fargo qualified and supplemental Cash Balance Plans and the Wachovia
Corporation Pension Plan, a cash balance plan that covered eligible employees of legacy Wachovia
Corporation, and to merge the Wachovia Pension Plan into the qualified Cash Balance Plan.

    (2)

    Represents change in benefit obligation and plan assets during December 2007 to reflect an
additional month of activity due to the change in measurement date from November 30 to December 31
as required by FASB ASC 715.

Kevin W. Vaughn

July 1, 2010

Page 5

March 31, 2010 Form 10-Q

Troubled Debt Restructurings (TDRs), page 36

    5.

    Please address the following regarding your disclosure that you charged-off $145 million in
loan principal in the first quarter of 2010 due to newly issued regulatory guidance which
required you to charge-off certain collateral-dependent residential real estate loans that
were modified.

    a.

    The newly issued guidance indicates that loans should be considered
collateral-dependent if they lack evidence of sustained repayment capacity. Please tell
us whether you considered the charged-off loans collateral-dependent at the date of
modification or subsequent to modification. Also, tell us if you considered these loans
collateral-dependent prior to the issuance of the new guidance. If you considered the
loans collateral-dependent at the date of modification, please tell us how the loans
qualified for modification.

    b.

    Please tell us and disclose how you determine that a loan lacks evidence of
sustained repayment capacity.

    c.

    You disclose that the costs related to these charge-offs had previously been
reserved. Please tell us if you revised your impairment measurement for these loans
based on the new guidance. If so, please tell us how all the costs were previously
reserved for. If not, please tell us how you measured impairment prior to the
modification date and subsequent to modification and explain why there was no
difference. It appears that the new guidance precludes including any estimated payments
from borrowers in measuring impairment. However, prior to this guidance it appears that
the loans would not be considered collateral-dependent and therefore, your previous
method of measuring impairment would have included some amount of estimated payments
from borrowers.

    d.

    Please tell us how the modification affected the accrual status for these
loans. Tell us whether any of the modified loans were accruing income at the date of
charge-off. If so, please tell us how you determined that accrual of income was
appropriate considering the loans lacked evidence of sustained repayment capacity.

    e.

    Please revise your future filings to more clearly disclose how the new guidance
impacted your loan policies (charge-off, measurement of impairment, accrual status,
etc.).

Kevin W. Vaughn

July 1, 2010

Page 6

Wells Fargo response:

We modified certain home equity lines of credit (“HELOCs”) and payment option adjustable rate
mortgages (“ARMs”), collectively referred to as residential mortgages, during 2009 and early 2010.
These residential mortgages were re-underwritten at the time of modification to determine if the
borrower had the capacity to perform under the restructured terms and if there was evidence of the
borrower’s sustained repayment capacity. They were not considered collateral-dependent at the time
of modification because we did not expect repayment of the loan to be provided solely by the
underlying collateral.

We aggregated these residential mortgage loan modifications into pools and measured impairment on a
pool level in accordance with ASC 310-10-35-21 and 22. However, because the Office of the
Comptroller of the Currency’s (“OCC”) newly issued guidance required that the amount of an
individual loan’s carrying value in excess of the fair value of its collateral be charged off for
loans that the OCC considered to be collateral dependent, it was necessary for us to work through
the mechanics of applying this charge off process to pools of residential mortgage loans with the
OCC’s Office of the Chief Accountant. As a result of these consultations, we reaffirmed our pool
level impairment measurement policies with the OCC and mutually determined that $145 million of
credit losses associated with these residential mortgage loan pools (for which a specific allowance
for loan loss reserve had already been established) needed to be charged off pursuant to the new
guidance.

Separately, a majority of these residential mortgage loans were current as to their performance and
were accruing interest income at the time of the modification. We continued to keep these borrowers
on accrual status at the time of modification where they had demonstrated performance under their
previous loan terms and the underwriting process at the time of modification showed their capacity
to continue to perform

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549

      DIVISION OF
CORPORATION FINANCE

 June 24, 2010
By U.S. Mail and Facsimile to: (415) 975-6871

Richard D. Levy Executive Vice President and Controller Wells Fargo & Company 420 Montgomery Street San Francisco, CA 94163
Re: Wells Fargo & Company
  Form 10-K for Fiscal Year Ended December 31, 2009   Form 10-Q for Fiscal Quarter Ended March 31, 2010
Filed February 26, 2010 File No. 001-02979
 Dear Mr. Levy:

We have reviewed your letter filed on May 11, 2010 and have the following
comments.  In some of our comments, we may ask you to provide us with information so we may better understand your disclosure.
 Please respond to this letter within te n business days by providing the requested
information or by advising us when you will provide the requested response.  If you do not believe our comments appl y to your facts and circumst ances please tell us why in
your response.

Your response letter should indicate your intent to incl ude the requested revisions
in future filings and provide a draft of your  proposed disclosures.  After reviewing the
information you provide in response to th ese comments, we may have additional
comments.

Richard D. Levy
Wells Fargo & Company
June 24, 2010 Page 2

December 31, 2009 Form 10-K

Balance Sheet Analysis - Loan Portfolio, page 48

1. We note your response to comment 2 in your letter dated May 11, 2010.  For PCI
loans accounted for on a pooled basis, please revise future filings to more clearly
disclose your policy for determining th e specific carryi ng amount of loans
removed from the pool.  Please ensure your disclosure discusses the effect on the
accretable and non-accretable yield separately  for loans paid in full versus loans
satisfied at less than the contractual amount.

2. Please revise future filings to disclose th e delinquency status of your PCI portfolio
and how you determine the delinquency status.

Risk Management, page 54

3. We note your response and revised disclosu re to comments 3 a nd 4 in your letter
dated May 11, 2010.  Please revise your disclo sure in future filings to clarify the
extent to which you charge-off the amount of principal that is forgiven.  If there
are situations where principal is forgiv en and the amount is not charged-off,
please discuss the key factor s that support this action.

Note 19: Employee Benefits and Other Expenses, page 167

4. We note your response to comment 17 in your letter dated May 11, 2010.  Please
revise future filings to more transparently disclose where the decrease to the pension benefit obligation from you r curtailment is presented.

March 31, 2010 Form 10-Q

Troubled Debt Restructur ings (TDRs), page 36

5. Please address the following regarding  your  disclosure that you charged-off $145
million in loan principal in the first quar ter of 2010 due to newly issued regulatory
guidance which required you to charge-off certain collateral-dependent residential
real estate loans that were modified.
 a. The newly issued guidance indicates that loans should be considered
collateral-dependent if they lack evid ence of sustained repayment capacity.
Please tell us whether you considered the charged-off loans collateral-dependent at the date of modification or subsequent to modification.  Also, tell

Richard D. Levy
Wells Fargo & Company
June 24, 2010 Page 3

us if you considered these loans collater al-dependent prior to  the issuance of
the new guidance.  If you considered th e loans collateral-dependent at the date
of modification, please tell us how the loans qualified for modification.

b. Please tell us and disclose how you dete rmine that a loan lacks evidence of
sustained repayment capacity.
 c. You disclose that the costs related to these charge-offs had previously been reserved.  Please tell us if you revised your impairment measurement for these
loans based on the new guidance.  If s o, please tell us how all the costs were
previously reserved for.  If not, pleas e tell us how you measured impairment
prior to the modification date and subs equent to modifica tion and explain why
there was no difference.  It appears th at the new guidance precludes including
any estimated payments from borrowers in measuring impairment.  However, prior to this guidance it appears that  the loans would not be considered
collateral-dependent and therefore, your previous method of measuring impairment would have included some amount of estimated payments from borrowers.

d. Please tell us how the modification affected  the accrual status for these loans.
Tell us whether any of the modified loan s were accruing income at the date of
charge-off.  If so, please tell us how  you determined that accrual of income
was appropriate considering the loans l acked evidence of sustained repayment
capacity.

e. Please revise your future filings to more clearly disclose how the new
guidance impacted your loan policies (charge-off, measurement of
impairment, accrual status, etc.).

Note 7. Securitizations and Variab le Interest Entities, page 77

6. We note your disclosure on page 84 re lated to commercial mortgage loan
securitizations and collat eralized debt obligations where you discuss your
activities prior to 2008.  Please revise your di sclosure in future filings to clearly
differentiate how your activ ities changed subsequent to 2007 and why this is
relevant.

7. We note per your disclosure in footnote  5 on page 83 that the adoption of FAS
166/167 (ASC 860-10 and 810-10) did not ch ange your prior conclusions that
student loan SPEs should not be consolid ated. Please provide us your accounting
analysis supporting why you do not believe that you have the combination of a) rights to receive benefits or  obligations to absorb losse s that could be potentially
significant to these entities and b) the powers to direct  the activities that most

Richard D. Levy
Wells Fargo & Company June 24, 2010 Page 4

significantly impact the economic perfor mance of these entities that would
together provide a controlling financial intere st in these entities for the assets not
consolidated.  As part of your res ponse, please discuss the following:

a. The types of student loans (FFELP lo ans , non-FFELP loans, or combination
of collateral types) in the SPEs;

b. Whether you typically securi tize all of the st udent loans you or iginate, and if
not, how and when you determine which of  the student loans to securitize;

c. Information on how the trusts were set- up and whether they are all structured
the same way; and
d. How the trusts are ultimately liquidated.

Note 14: Guarantees and Legal Actions, page 141

8. We note your response to prior comment 14 in your letter dated May 11, 2010 and
the new disclosure you included in the Ou tlook section of Note 10- Guarantees
and Legal Action to your March 31, 2010 Fo rm 10-Q.  We also note page 146 of
your Form 10-K where you included a sim ilar Outlook section in your Guarantees
and Legal Action footnote that included a statement that indicated that the
Company believes that the eventual ou tcome of actions against the Company
and/or its subsidiaries, in cluding the matters that were  discussed in the Note,
would not, individually or in the aggregate, have a material adverse effect on the
Company’s consolidated financial position or results of operations.  Please tell us why did you not include a similar conclusion statement in your disclosure to Note
10 of your March 31, 2010 Form 10-Q.  To the extent your conclusions have not
changed, please expand your disclosure in  future filings to provide similar
disclosure about the Company’s belief w ith respect to the materiality of the
actions against it.  Furthermore, please revi se the disclosure to simply refer to the
materiality to the  “consolidated financ ial statements” as opposed to only listing
certain of the Company’s conso lidated financial statements.

You may contact Michael Volley, Staff A ccountant, at (202) 551-3437 or me at
(202) 551-3494 if you have questio ns regarding our comments.

Sincerely,    Kevin W. Vaughn Accounting Branch Chief

CORRESP
1
filename1.htm

corresp

May 11, 2010

VIA EDGAR AND ELECTRONIC MAIL

Kevin W. Vaughn

Accounting Branch Chief

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, 2009

Filed February 26, 2010

File No. 001-02979

Dear Mr. Vaughn:

In response to the comments by the staff (“Staff”) of the Securities and Exchange Commission (“the
Commission”) contained in the Staff’s letter dated April 30, 2010, to Wells Fargo & Company (“Wells
Fargo” or the “Company”), we submit the following information. The Staff’s comments, indicated in
bold, are followed by Wells Fargo’s responses.

General

    1.

    Please revise future filings to provide more detailed information about the types of
collateral securing your commercial loan portfolio.

Wells Fargo response:

We have included the following disclosure within Management’s Discussion and Analysis (“MD&A”) in
our Quarterly Report on Form 10-Q for the quarter ended March 31, 2010 (“First Quarter 2010 Form
10-Q”):

    A majority of our commercial loans and lease financing portfolio is secured by short-term
liquid assets, such as accounts receivable, inventory, and securities, as well as long-lived
assets, such as equipment and other business assets. Our credit risk management process for
this portfolio primarily focuses on a customer’s ability to repay the loan through their
cash flow. Generally, collateral securing this portfolio represents a
secondary source of repayment.

Kevin W. Vaughn

May 11, 2010

Page 2

Balance Sheet Analysis

Loan Portfolio, page 48

    2.

    In the note 1 to Table 12, you disclose that Pick-a-Pay and other consumer PCI loans do not
reflect nonaccretable difference releases for payments in full due to accounting for those
loans on a pooled basis. You also disclose on page 75 that receipt of payments in full result
in removal of the loan from the PCI loan portfolio at carrying amount. Please tell us in
detail what you mean here and why you do not believe a payment in full should result in a
decrease in nonaccretable difference. Please explain how you maintain the yield recognized on
the pool if you do not reduce the nonaccretable difference. We note the guidance in ASC
310-30-40-1 and the non-authoritative guidance in the AICPA Technical Practice Aid Section
2130. Also, tell us why you believe other consumer PCI loans nonaccretable difference should
be released for sales to third parties as disclosed in note 2 to the table but not for
payments in full.

Wells Fargo response:

As discussed in our “Critical Accounting Policies” on Purchased Credit-Impaired (PCI) Loans, our
consumer loans were aggregated into pools based on common risk characteristics. Our consumer cash
flows are estimated such that there is not specific information on the carrying amount and cash
flows of an individual loan within the pool, including the nonaccretable difference.

The guidance contained in ASC 310-30 does not provide guidance on how to determine the carrying
amount of a loan removed from a pool. An AICPA Technical Practice Aid provides three alternatives
that may be used. We remove a loan from a pool based on the “as expected” approach described in the
AICPA Technical Practice Aid Section 2130.36. Under this method, at the time of resolution, we
remove the carrying amount of the loan such that the accretable yield on the remaining loans in the
pool would remain constant. The loan pool is reduced at resolution based on the cash flows
received. In the case of loans resolved by payments in full, the cash flows received are equal to
the contractual cash flows. Thus, there is no need to use or reduce the nonaccretable difference.
In the case of loans sold to third parties, the cash flows received may be different from the
contractual cash flows, which are applied to the nonaccretable difference.

The “as expected” method assumes that resolutions are consistent with previous expectations of cash
flows. Any variation in expectations is addressed in the quarterly cash flow evaluation
process. Adverse changes in expected cash flows result in impairment. Positive changes in expected
cash flows result in prospective yield adjustments.

In third quarter 2009, we sold approximately 50% of a single pool of loans to a third party. Given
the size of the sale relative to the remaining pool balance and limited guidance regarding
significant resolutions, we decided, with concurrence of our
auditors, to maintain the accretable yield percentage at the effective rate prior to the sale, which resulted in a release of a portion
of the nonaccretable difference.

Kevin W. Vaughn

May 11, 2010

Page 3

Risk Management, page 54

    3.

    Given your disclosure of the significant increase in troubled debt restructurings (TDR) and
modifications during 2009 and the fact that 75% of restructured consumer loans are still
accruing, please revise future filings to clearly and comprehensively discuss your nonaccrual
policies for restructured loans. In your response and revised disclosure please clarify if you
have different policies for different loan types (CRE versus consumer).

    a.

    Disclose how you determine if the borrower has demonstrated performance under
the previous terms and has shown the capacity to continue to perform under the
restructured terms.

Wells Fargo response:

We maintain accruing loans in accrual status upon a modification when the borrower has demonstrated
performance for a period of time prior to the restructuring and where the borrower has shown the
capacity to continue to perform under the restructured terms. We assess the borrower’s payment
history for sustained performance at the time of restructure, and we may also require a period of
trial payments prior to the execution of the modification. In addition, we evaluate the borrower’s
capacity to perform under the restructured terms based on our re-underwriting of the loan in
accordance with guidelines established for governmental and proprietary loan modification programs.
This re-underwriting may include obtaining new FICO scores and new appraised values, determining
debt-to-income ratios, and obtaining information related to the borrower’s employment, income, and
assets. Our policies for assessing TDRs, including interest recognition, are similar for our
various loan types — commercial and consumer. We have limited our disclosures to consumer TDRs
because commercial and CRE TDRs accounted for less than 5% of total TDRs during 2009 and were not
material.

See our response to comment 4, which includes the disclosures we added to our First Quarter 2010
Form 10-Q.

    b.

    For TDR’s that accrue interest at the time the loan is restructured, tell us
and
disclose whether you generally charge-off a portion of the loan. If you do, please tell
us how you consider this fact in determining whether the loan should accrue interest. If
you continue to accrue interest, tell us in detail and disclose how you concluded that
repayment of interest and principal contractually due on the entire debt is reasonably
assured.

Wells Fargo response:

We do not forgive loan principal for a majority of our TDRs. We typically reduce the interest rate,
extend the term, or convert the borrower’s variable-rate loan to a fixed-rate loan. When these
alternatives have been exhausted, or when required by government
mandated programs, we may reduce the principal amount of the loan. Reductions in loan principal are charged off at the
time of restructuring.

Kevin W. Vaughn

May 11, 2010

Page 4

We consider reductions in loan principal when making our decision as to whether a loan will remain
on accrual status. Generally, forgiving a portion of a loan will improve the performance of the
loan, which justifies maintaining the loan on accrual status. If the re-underwriting process
confirms that the borrower has the capacity to perform under the restructured terms, the loan will
remain in accruing status. In circumstances where we believe that principal and interest
contractually due under the modified agreement will not be repaid, we place the loan on nonaccrual,
with a corresponding charge-off to the loan, if necessary.

See our response to comment 4, which includes the disclosures we added to our First Quarter 2010
Form 10-Q.

    c.

    Tell us in detail and revise to disclose if you revised any of your TDR
accounting policies based on the guidance included in the Policy Statement on Prudent
Commercial Real Estate Loan Workouts released on October 30, 2009 and adopted by each
financial regulator.

Wells Fargo response:

We did not revise our TDR accounting policies based on the guidance included in the Policy
Statement. As indicated on page 2 of the Policy Statement on Prudent Commercial Real Estate Loan
Workouts, “The statement also includes references and materials related to regulatory reporting,
but it does not change existing regulatory reporting guidance provided in relevant interagency
statements issued by the regulators or accounting requirements under generally accepted accounting
principles (GAAP).”

Kevin W. Vaughn

May 11, 2010

Page 5

    4.

    Please revise future filings to clearly disclose the total amount of TDR’s at each period end
by loan type, accrual status, the amount that is considered impaired, the amount charged-off
during the period and any valuation allowance at period end.

Wells Fargo response:

We have included the following MD&A disclosures in our First Quarter 2010 Form 10-Q:

    Troubled Debt Restructurings (TDRs)

    The following table provides the detail of the recorded investment in loans modified in
troubled debt restructurings (TDRs).

    March 31,

    Dec. 31,

    (in millions)

    2010

    2009

    Consumer TDRs:

    Real estate 1-4 family first mortgage

    $
    7,972

    6,685

    Real estate 1-4 family junior lien mortgage

    1,563

    1,566

    Other revolving credit and installment

    310

    17

    Total consumer TDRs

    9,845

    8,268

    Commercial and commercial real estate TDRs

    386

    265

    Total TDRs

    $
    10,231

    8,533

    TDRs on nonaccrual status

    $
    2,738

    2,289

    TDRs on accrual status

    7,493

    6,244

    Total TDRs

    $
    10,231

    8,533

    We establish an impairment reserve when a loan is restructured in a TDR. The impairment
reserve for TDRs was $2.2 billion at March 31, 2010, and $1.8 billion at December 31, 2010.

    Total charge-offs related to loans modified in a TDR that were still held in the balance
sheet at period end were $322 million and $36 million for first quarter 2010 and 2009,
respectively. The TDR charge-offs for first quarter 2010 included $145 million due to newly
issued regulatory guidance requiring charge-off of certain collateral-dependent residential
real estate loans that have been modified.

    Our nonaccrual policies are generally the same for all loan types when a restructuring is
involved. We underwrite loans at the time of restructuring to determine if the borrower has
the capacity to continue to perform under the restructured terms. If the borrower has
demonstrated performance under the previous terms and the underwriting process shows
capacity to continue to perform under the restructured terms, the loan will remain in
accruing status. Otherwise, the loan will be placed in nonaccrual status until the borrower
demonstrates a sustained period of performance which we believe to be six consecutive
monthly payments. Loans will also be placed on nonaccrual, and a corresponding charge-

Kevin W. Vaughn

May 11, 2010

Page 6

    off recorded to the loan balance, if we believe that principal and interest contractually
due under the modified agreement will not be collectible.

    We do not forgive principal for a majority of our TDRs. In those situations where principal
is forgiven, the performance on the remaining balance will generally improve, which may
justify continued accrual or returning the loan to accrual after the borrower demonstrates a
sustained period of performance.

    5.

    To the extent you track the information, please revise future filings to quantify your TDR’s
by type of concession (reduction in interest rate, payment extensions, forgiveness of
principal, etc) and disclose your success/redefault rates for each type of concession.

Wells Fargo response:

We customarily provide multiple concessions when modifying loans with customers. For example, a
single loan modification may include rate reduction, term extension
and occasionally principal reduction. We do
not track TDRs by type of concession, and we do not believe the type of concession will necessarily
be predictive of redefault.

    6.

    Please tell us and revise future filings to disclose whether you have performed any
commercial real estate (CRE) or other type of loan workouts whereby an existing loan was
restructured into multiple new loans (i.e., A Note/B Note structure). To the extent that you
have performed these types of workouts, please provide us with the following information and
revise your future filings to disclose the following:

    a.

    Quantify the amount of loans that have been restructured using this type of
workout strategy in each period presented.

    b.

    Discuss the benefits of this workout strategy, including the impact on interest
income and credit classification.

    c.

    Discuss the general terms of the new loans and how the A note and B note
differ, particularly whether the A note is underwritten in accordance with your
customary underwriting standards and at current market rates.

    d.

    Clarify whether the B note is immediately charged-off upon restructuring.

    e.

    Describe your nonaccrual policies at the time of modification and subsequent to
the modification. Specifically disclose whether you consider the total amount
contractually due in your nonaccrual evaluation and how you consider the borrower’s
payment performance prior to the modification.

    f.

    Confirm that the A note is classified as a troubled debt restructuring and
explain your policy for removing such loans from troubled debt restructuring
classification.

Kevin W. Vaughn

May 11, 2010

Page 7

Wells Fargo response:

Both the number and magnitude of these types of workout structures are de minimis and do not
materially impact our financial statements. We will continue to monitor the use of these types of
workout structures to assess if increased disclosure is necessary in future filings.

    7.

    Please tell us and revise your future filings to address the following regarding your
construction or commercial loans:

    a.

    Tell us whether you have noticed an increase in construction or commercial
loans that have been extended at maturity for which you have not considered the loan to
be impaired due to the existence of guarantees. If so, tell us about the types of
extensions made, whether loan terms are being adjusted from the original terms, and
whether you consider these types of loans as collateral-dependent.

Wells Fargo response:

During the recent credit cycle, we have experienced an increase in requests for extensions of
construction and commercial loans which have repayment guarantees. All extensions are granted based
on a re-underwriting of the loan and our assessment of the borrower’s ability to perform under the
agreed upon terms. At the time of extension, borrowers are generally performing in accordance with
the contractual loan terms, and we do not consider the guarantee as the sole source of repayment.
Extension terms generally range from six to thirty-six months and may require that the borrower
provide additional economic support in the form of partial repayment, amortization or additional
collateral or guarantees. In cases where the value of collateral or financial condition of the
borrower i

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549

      DIVISION OF
CORPORATION FINANCE

 April 30, 2010
By U.S. Mail and Facsimile to: (415) 975-6871

Richard D. Levy Executive Vice President and Controller Wells Fargo & Company 420 Montgomery Street San Francisco, CA 94163
Re: Wells Fargo & Company
  Form 10-K for Fiscal Year Ended December 31, 2009   Filed February 26, 2010
File No. 001-02979
 Dear Mr. Levy:

We have reviewed your filing and have the following comments.  Where
indicated, we think you should revise your doc ument in response to these comments in
future filings.  If you disagree, we will consider your explanation as to why our comment is inapplicable or a revision is unnecessary.  Please be as detailed as necessary in your
explanation.  In your respons e, please indicate your intent to include the requested
revision in future filings and pr ovide a draft of your proposed di sclosures.  In some of our
comments, we may ask you to provide us w ith information so we may better understand
your disclosure.  After reviewing this inform ation, we may raise additional comments.
 Please understand that the purpose of our re view process is to assist you in your
compliance with the applicable disclosure requirements and to enhance the overall disclosure in your filing.  We look forward to  working with you in these respects.  We
welcome any questions you may have about our comments or any other aspect of our review.  Feel free to call us at the telephone numbers listed at the end of this letter.

General

1. Please revise future filings to provide more detailed information about the types of collateral securing your co mmercial loan portfolio.

Richard D. Levy
Wells Fargo & Company
April 30, 2010 Page 2

Balance Sheet Analysis

Loan Portfolio, page 48

2. In the note 1 to Table 12, you disclose that Pick-a-Pay and other consumer PCI
loans do not reflect nonaccretable differen ce releases for payments in full due to
accounting for those loans on a pooled basis.   You also disclose on page 75 that
receipt of payments in full result in removal of the loan from the PCI loan portfolio at carrying amount.  Please tell us in detail wh at you mean here and why
you do not believe a payment in full should result in a decrease in nonaccretable
difference.  Please explain how you mainta in the yield recognized on the pool if
you do not reduce the nonaccretable differe nce.  We note the guidance in ASC
310-30-40-1 and the non-authoritative guida nce in the AICPA Technical Practice
Aid Section 2130.  Also, tell us why you believe other consumer PCI loans
nonaccretable difference should be released for sales to third parties as disclosed
in note 2 to the table but not for payments in full.

Risk Management, page 54

3. Given your disclosure of th e significant increase in tr oubled debt restructurings
(TDR) and modifications during 2009 and the fact that 75% of restructured
consumer loans are still accruing, please re vise future filings to clearly and
comprehensively discuss your nonaccrual polic ies for restructured loans.  In your
response and revised disclosure please cl arify if you have different policies for
different loan types (CRE versus consumer).

a. Disclose how you determine if the bo rrower has demonstrated performance
under the previous terms and has shown the capacity to continue to perform
under the restructured terms.
 b. For TDR’s that accrue interest at the time the loan is restructured, tell us and
disclose whether you generally charge-off a portion of the loan.  If you do, please tell us how you consider this f act in determining whether the loan
should accrue interest.  If you continue to  accrue interest, tell us in detail and
disclose how you concluded that repa yment of interest and principal
contractually due on the entire debt is reasonably assured.

c. Tell us in detail and revise to di sclose if you revised any of your TDR
accounting policies based on the guidance included in the Policy Statement on

Richard D. Levy
Wells Fargo & Company
April 30, 2010 Page 3

Prudent Commercial Real Estate Loan  Workouts released on October 30,
2009 and adopted by each financial regulator.

4. Please revise future filings to clearly di sclose the total amount of TDR’s  at each
period end by loan type, accrual status, th e amount that is considered impaired,
the amount charged-off during the period and any valuation allowance at period
end.

5. To the extent you track the information, pl ease revise future filings to quantify
your TDR’s by type of concession (reduction in interest rate, payment extensions,
forgiveness of principal, etc) and disc lose your success/redefault rates for each
type of concession.

6. Please tell us and revise future filings to disclose whether you have performed any
commercial real estate (CRE) or other t ype of loan workouts whereby an existing
loan was restructured into multiple new loans (i.e., A Note/B Note structure).  To the extent that you have performed thes e types of workouts, please provide us
with the following information and revise  your future filings to disclose the
following:

a. Quantify the amount of loans that have been restructured using this type of
workout strategy in each period presented.
 b. Discuss the benefits of this workout strategy, including the impact on interest
income and credit classification.

c. Discuss the general te rms of the new loans and how the A note and B note
differ, particularly whether the A note is  underwritten in ac cordance with your
customary underwriting standards an d at current market rates.

d. Clarify whether the B note is imme diately charged-off upon restructuring.
 e. Describe your nonaccrual  policies at the time of modification and subsequent
to the modification.  Specifically di sclose whether you consider the total
amount contractually due in your nonaccrual evaluation and how you consider the borrower’s payment performan ce prior to the modification.
 f. Confirm that the A note is classified  as a troubled debt  restructuring and
explain your policy for removing such lo ans from troubled debt restructuring
classification.

Richard D. Levy
Wells Fargo & Company
April 30, 2010 Page 4

7. Please tell us and revise your future f ilings to address the following regarding
your construction or commercial loans:

a. Tell us whether you have noticed an incr ease in construction or commercial
loans that have been extended at matu rity for which you have not considered
the loan to be impaired due to the existe nce of guarantees.  If  so, tell us about
the types of extensions made, whether lo an terms are being adjusted from the
original terms, and whether you consider these types of loans as collateral-
dependent.
b. Disclose in detail how you evaluate  the financial wherewithal of the
guarantor.  Address the t ype of financial information reviewed, how current
and objective the information reviewed  is, and how often the review is
performed.
c. Disclose how you evaluate the guaranto r’s reputation and willingness to work
with you and how this affects any allo wance for loan loss recorded and the
timing of charging-off the loan.
d. Disclose how the guarantor’s reputation impacts your ability to seek performance under the guarantee.
e. Disclose how many times you have s ought performance under a guarantee and
discuss the extent of the successes.
f. When the impaired loan is carried at a value in excess of the appraised value
due to the guarantee from the borrower, disclose in detail how you evaluate and determine the realizab le value of the borrower guarantee. Specifically
discuss the extent of your willi ngness to enforce the guarantee.

Pick-A-Pay Portfolio, page 57

8. You state on page 57 that in addition to Pick-a-Pay option payment loans and
loans that no longer offer the option payment feature due to modification, the
portfolio also includes certain loans th at were originated without the option
payment feature.  Please tell us and revise future filings to disclose why loans that
were originated without the option paym ent feature are incl uded in your Pick-a-
pay disclosures.  Specifically describe the loan characteristics which resulted in you classifying them as Pick-a-Pay loans.

9. You state in Note 2 to Table 23 on page  56 and again on page 57 that “Equity
lines of credit and closed-e nd second liens associated w ith Pick-a-Pay loans are
reported in the Home Equity core por tfolio.”  Tell us why you report such

Richard D. Levy
Wells Fargo & Company
April 30, 2010 Page 5

amounts in the core portfolio in Table 19 and not in the Liquidating Portfolio in
Table 23.  Similarly, tell us why such  amounts are not reflected in the Non-
Strategic and Liquidating consumer portf olio where the Pick-a-Pay loans are
reported as reflected in  Table 19 on page 54.

Table 25: Nonaccrual Loans and Other Nonperforming Assets, page 60

10. Please revise future filings to disclose the total amount of nonaccrual mortgages
held for sale and loans held for sale as of each period end presented.

Reserve for Mortgage Loan Repurchase Losses, page 66

11. Please revise your future filings to provi de the disclosures required by paragraphs
3-5 of ASC 450-20-50 as it relates to your representations and warranties
exposure.  In particular, to the extent that it is at least reasona bly possible that an
exposure to loss exists in excess of amount s accrued, please revise to disclose an
estimate of the possible loss or  range of loss or a statement that such an estimate
cannot be made.  Furthermore, we remind you of the requirement in Item 303 of Regulation S-K to discuss any known tr ends or uncertainties that you may
reasonably expect to have a material favorable or unfavorable impact on your
income from operations, liquidity and capit al resources. In this regard, please
revise your MD&A in future filings to  more thoroughly discuss the risks and
uncertainties associated with developing your estimated liability for representations and warranties, particular ly in situations where you have limited
experience dealing with certain counterparties.
Fair Valuation of Financial Instruments, page 76

12. You disclose on page 77 that for certain securities you may use internal traders to
obtain quoted prices.  Please tell us in detail and revise future f ilings to clarify if
these quoted prices are ultimately from inde pendent third parties.  If they are not,
please explain why this information is rele vant and the level in the hierarchy in
which the securities are presented.

Note 1: Summary of Significant Accounting Policies
 Securities Purchased and Sold Agreements, page 102

13. You disclose that securities purchased unde r resale agreements and securities sold
under repurchase agreements  are “generally” accounted for as collateralized

Richard D. Levy
Wells Fargo & Company
April 30, 2010 Page 6

financing activities.  In your respons e letter dated April 2, 2010, you indicated
that all such activities are accounted for as collateralized financing activities. In
future filings, please revise your di sclosure to clearly confirm that all of your
securities sold under repurchase agreements are accounted for as collateralized
financing transactions.
Note 14: Guarantees and Legal Actions, page 141

14. We note your disclosures beginning on pa ge 142 regarding the various litigation
matters to which the Company is exposed.  We also note that in the majority of
these situations you have not disclosed either:

a. the possible loss or range of loss; or
b. a statement that an estimate of the loss cannot be made.

In this regard we do not believe that general disclosure indicating that the
eventual outcome of the actions against the Company will not have a material adverse effect on your financial position or results of operations or that in the
event of unexpected future developments, it  is possible that th e ultimate resolution
of those matters, if unfavorable, may be  material to your re sults of operations
satisfies the criteria in ASC 450 (formerly SFAS 5).  ASC 450 indicates that if an
unfavorable outcome is determined to be reasonably possible but not probable, or
if the amount of loss cannot be reasonably  estimated, accrual is inappropriate, but
disclosure must be made regarding the nature of the contingency and an estimate of the possible loss or range of possible loss or state that such an estimate cannot
be made.  Additionally, we note that in instances where an accrual may have been
recorded when all of the criteria in ASC 450-20-25-2 has been met, you have not
disclosed the amount of the accrual which may be necessary in certain
circumstances for the financial statements not to be misleading, nor has there been
disclosure indicating that th ere is an exposure to loss in excess of the amount
accrued and what the additional loss may be for each particular litigation matter.
Please revise your future filings, beginning with your March 31, 2010 Form 10-Q, to disclose all of information require d by paragraphs 3-5 of ASC 450-20-50.

15. We note your disclosure on page 66 th at under your representations and
warranties you may be required to repur chase mortgage loans with identified
defects and indemnify or reimburse the investor for credit losses incurred on
loans.  Please tell us whether you ar e aware of any pending or threatened
litigation initiated by investors or purch asers of mortgage-backed securities,
including but not limited to claims a lleging breaches of representations and
warranties on the underlying loan sales.  If  so, revise your disclosure in future

Richard D. Levy
Wells Fargo & Company
April 30, 2010 Page 7

filings to provide the disclosures requir ed by ASC 450-20-50 as it relates to this
loss contingency and advise us as to any amounts accrued.

Note 16: Fair Values of Assets and Liabilities

 Trading Assets (Excluding Derivatives) a nd Securities Available for Sale, page 152

16. You disclose that CDO’s may be valued using the prices of  pending third party
transactions.  Please tell us what procedures you use to determine if pending
transactions actually occur at the prices you use to va lue your securities and the
actions you take if pending transactions ar e canceled.  If a significant amount of
securities are valued using pending transa ctions, please disclose this fact and
amount in future filings.
 Note 19: Employee Benefits and Other Expenses, page 167

17. You disclose that freezing and merging your qualified benefit plans decreased the
pension obligations by approximately $945 million during 2009.  Please tell us
where this decrease is presented in your change in projected benefit obligation roll
forward on page 168 and tell us why you did not separately disclose the affect of
the curtailment in this disclosure considering the guidance in ASC 715-20-50-1.a.10.  Please revise your future filings accordingly.    Please respond to these comments within  10 business days or tell us when you
will provide us with a response.  Your re sponse letter should key your responses to our
comments, indicate your intent to include th e requested revisions in future filings,
provide a draft of your proposed disclosure s and provide any requested information.
Please file your letter on EDGAR as corre spondence.  Please understand that we may
have additional comments after review ing your responses to our comments.

 We urge all persons who are responsible for the accuracy and adequacy of the
disclosure in the filing to be certain that the filing includes all in formation required under
the Securities Exchange Act of 1934 and th at they have provided all information
investors require for an informed decision.  Since the company and its management are in
possession of all facts relating to a company’ s disclosure, they are responsible for the
accuracy and adequacy of the disclosures they have made.

Richard D. Levy
Wells Fargo & Company April 30, 2010 Page 8

In connection with respond

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549

      DIVISION OF
CORPORATION FINANCE

 March 29, 2010
By U.S. Mail and Facsimile to: (415) 975-6871

Richard D. Levy Executive Vice President and Controller Wells Fargo & Company 420 Montgomery Street San Francisco, CA 94163  Dear Mr. Levy:

We are currently reviewing your Form 10-K for fiscal year ended December 31,
2009.  In our effort to better understand th e decisions you made in determining the
accounting for certain of your repurchase agreements, securities lend ing transactions, or
other transactions involving th e transfer of financial asse ts with an obligation to
repurchase the transferred assets , we ask that you provide us with information relating to
those decisions and your disclosure.
 With regard to your repurchase agreemen ts, please tell us whether you account for
any of those agreements as sales for accounti ng purposes in your financial statements. If
you do, we ask that you:

• Quantify the amount of repurchase agreements qualifying for sales accounting at
each quarterly balance sheet date fo r each of the past three years.

• Quantify the average quarterly balance of repurchase agreements qualifying for sales
accounting for each of the past three years.

• Describe all the differences in transaction terms that result in certain of your repurchase agreements qualifying as sales versus collateralized financings.

• Provide a detailed analysis supporting your use of sales accounting for your
repurchase agreements.

• Describe the business reasons for structur ing the repurchase agreements as sales
transactions versus collateralized financ ings.  To the extent the amounts accounted

Richard D. Levy
Wells Fargo & Company
March 29, 2010 Page 2

for as sales transactions have varied over th e past three years, discuss the reasons for
quarterly changes in the amount s qualifying for sales accounting.

• Describe how your use of sales accounting for certain of your repurchase
agreements impacts any ratios or metrics you use publicly, provide to analysts and
credit rating agencies, disclose in your f ilings with the SEC, or provide to other
regulatory agencies.

• Tell us whether the repurchase agreem ents qualifying for sales accounting are
concentrated with certain counterpartie s and/or concentrat ed within certain
countries.  If you have any such concentra tions, please discuss the reasons for them.

• Tell us whether you have changed your  original accounting on any repurchase
agreements during the last three years.  If you have, explain specifically how you
determined the original accounting as either a sales transaction or as a collateralized
financing transaction noting the specific f acts and circumstances leading to this
determination.  Describe the factors, ev ents or changes which resulted in your
changing your accounting and describe how  the change impacted your financial
statements.
  For those repurchase agreements you account  for as collateralized financings,
please quantify the average quarterly balance fo r each of the past three years.  In addition,
quantify the period end balance for each of those quarters and the maximum balance at
any month-end.  Explain the causes and busin ess reasons for significant variances among
these amounts.

In addition, please tell us:

• Whether you have any securities lending tr ansactions that you account for as sales
pursuant to the guidance in ASC 860-10.  If you do, quantify the amount of these
transactions at each quarterl y balance sheet date for each of the past three years.
Provide a detailed analysis supporting your decision to account for these securities
lending transactions as sales.

• Whether you have any other transactions i nvolving the transfer of financial assets
with an obligation to repurchase the transferred assets, simila r to repurchase or
securities lending transactions that you account for as sale s pursuant to the guidance
in ASC 860.  If you do, describe the key term s and nature of these transactions and
quantify the amount of the tran sactions at each quarterly balance sheet date for the
past three years.
• Whether you have offset financial assets a nd financial liabilities in the balance sheet
where a right of setoff – the general princi ple for offsetting – does not exist.  If you

Richard D. Levy
Wells Fargo & Company March 29, 2010 Page 3

Finally, if you accounted for repurchas e agreements, securities lending
transactions, or other transact ions involving the transfer of financial assets with an
obligation to repurchase the tran sferred assets as sales and di d not provide disclosure of
those transactions in your Management’s Di scussion and Analysis, pl ease advise us of
the basis for your conclusion that disclosure was not necessary and describe the process
you undertook to reach that conclusion.  We re fer you to paragraphs (a)(1) and (a)(4) of
Item 303 of Regulation S-K.
 As noted above, we seek to better understand the basis for your decisions and
your disclosure.   Please provide  us with a written response to  these questions within ten
business days from the date of this lette r or tell us when you will respond.  Upon our
review of your response to these questions, we may have additional comments that we
will provide to you with any other comme nts we may have on your Form 10-K.

Please contact me at (202) 551-3492 if you have any questions.

Sincerely,    John P. Nolan Senior Assistant Chief Accountant

CORRESP
1
filename1.htm

corresp

    Richard D. Levy

Executive Vice President & Controller

    MAC A0163.039

343 Sansome Street, 3rd Floor

San Francisco, CA 94104

415 222- 3119

415 975-6871 Fax

richard.d.levy@wellsfargo.com

April 2, 2010

VIA EDGAR AND ELECTRONIC MAIL

John P. Nolan

Senior Assistant Chief Accountant

Division of Corporation Finance

Securities and Exchange Commission

Mail Stop 4720

Washington, D.C. 20549

    Re:

    Wells Fargo & Company

File No. 001-2979

Dear Mr. Nolan:

In response to the questions in your letter dated March 29, 2010 to Wells Fargo & Company (“Wells
Fargo”) regarding our accounting for certain repurchase agreements, we are providing the
information set forth below.

Wells Fargo accounted for all of its repurchase agreements as collateralized financing transactions
in the consolidated financial statements included in its Annual Report filed on Form 10-K for the
fiscal year ended December 31, 2009 (the “2009 Annual Report”). Wells Fargo did not account for
any repurchase agreements as sales transactions for accounting purposes in its consolidated
financial statements included in its 2009 Annual Report.

With respect to repurchase agreements, included in Note 12 (Short-Term Borrowings) of Wells Fargo’s
2009 Annual Report, below are the average quarterly balances for each of the past three years, the
period end balances for each of those quarters, and the maximum balance at any month-end. The
increase from Q3 2008 to Q4 2008, as well as the increase in the largest monthly balance from 2007
to 2008, is associated with Wells Fargo’s acquisition of Wachovia Corporation at the end of 2008.

(in millions)

     Average Quarterly Balance

    Q4

    Q3

    Q2

    Q1

    2009

    $
    19,293

    $
    15,901

    $
    17,410

    $
    20,271

    2008

    11,413

    6,198

    6,827

    8,264

    2007

    8,603

    8,618

    8,383

    7,559

John P. Nolan

April 2, 2010

Page 2

     Ending Quarterly Balance

    Q4

    Q3

    Q2

    Q1

    2009

    $
    24,572

    $
    16,853

    $
    16,565

    $
    15,158

    2008

    20,264

    6,962

    6,433

    7,452

    2007

    8,435

    8,887

    9,054

    7,912

     Largest Monthly Balance

    Amount

    Month

    2009

    $
    24,572

    December

    2008

    20,264

    December

    2007

    9,257

    August

Wells Fargo further confirms that it does not have any other transactions involving the
transfer of financial assets with an obligation to repurchase the transferred assets, similar to
repurchase or securities lending transactions, accounted for as sales transactions in its
consolidated financial statements in its 2009 Annual Report.

Wells Fargo has not offset financial assets and financial liabilities in its consolidated balance
sheet where a right of setoff does not exist.

* * * * *

Questions
concerning the information set forth in this letter may be directed to me at (415) 222-3119.

Very truly yours,

    /s/ Richard D. Levy

    Richard D. Levy

    Executive Vice President and Controller

(Principal Accounting Officer)

    cc:

    Mike Volley, Staff Accountant, Division of Corporation Finance

John G. Stumpf, Chairman, President and Chief Executive Officer

Howard I. Atkins, Senior Executive Vice President and Chief Financial Officer

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549

      DIVISION OF
CORPORATION FINANCE

February 25, 2010

Richard D. Levy Executive Vice President and Controller Wells Fargo & Company 420 Montgomery Street San Francisco, CA 94163
Re: Wells Fargo & Company  Form 8-K filed January 20, 2010
File No. 001-02979
 Dear Mr. Levy:

We have completed our review of your Form 8-K and have no further comments
at this time.
 Sincerely,    Kevin W. Vaughn Accounting Branch Chief

CORRESP
1
filename1.htm

corresp

February 11, 2010

VIA EDGAR AND ELECTRONIC MAIL

Kevin W. Vaughn

Accounting Branch Chief

Division of Corporation Finance

Securities and Exchange Commission

Mail Stop 4720

Washington, D.C. 20549

    Re:

    Wells Fargo & Company

Form 8-K filed January 20, 2010

File No. 001-02979

Dear Mr. Vaughn:

In response to the comments by the staff (the “Staff”) of the Securities and Exchange Commission
(the “Commission”) contained in the Staff’s letter dated February 1, 2010, to Wells Fargo & Company
(“Wells Fargo” or the “Company”), we submit the following information. The Staff’s comments,
indicated in bold, are followed by Wells Fargo’s response.

Form 8-K filed January 20, 2010

    1.

    We note your disclosure on page 11 of your earnings release filed as part of Exhibit 99.1
that a primary driver of the increased allowance during the fourth quarter of 2009 was $100
million associated with additional life-of-loan losses for several commercial purchased
credit-impaired loans. Please clarify what is meant by additional “life-of-loan losses”. For
example, are you basing your best estimate of cash flow on events and circumstances that have
been incurred to date, or estimating cash flows based on other events that may occur in the
future. To the extent the latter is true, please clarify how your policy complies with the
guidance in paragraph 8 of SOP 03-3 (ASC 310-30).

Wells Fargo response:

As required by the guidance in ASC 310-30, we periodically evaluate our estimates of cash flows
expected to be collected on our purchased credit-impaired (PCI) loans. During the fourth quarter
of 2009, we estimated a decrease in cash flows expected to be collected on several commercial PCI
loans, primarily commercial real estate loans. As a result, we recorded an allowance in

Kevin W. Vaughn

February 11, 2010

Page 2

accordance with paragraph 35-10 of ASC 310-30 (formerly paragraph 8 of SOP 03-3). Cash flows
expected to be collected are estimated over the life of PCI loans, which contrasts with the
allowance methodology for non-PCI loans under ASC 450, Contingencies (formerly SFAS No. 5), which
uses an incurred loss model. Estimates of cash flows expected to be collected consider both current
information and future events, such as changes to economic factors and conditions including tenant
occupancy, lease rates, capitalization rates, deterioration of loan guarantors, and updated
appraisals, which provide the basis for the value at the time of foreclosure and/or sale of the
property. We refer to a reduction in our estimate of cash flows expected to be collected, as
“additional life-of-loan losses.”

    2.

    We note your disclosure on page 12 of your Quarterly Supplement furnished as Exhibit 99.2
that your loss rate of 2.71% was one of the “lowest in the industry” due to the legacy Wells
Fargo credit discipline, reduced risk in the Wachovia portfolio and a smaller percentage of
higher loss content portfolios. However, it would appear that a large factor is due to the
fact that the purchased credit-impaired loans are not charged-off and instead are accounted
for through the non-accretable difference established in purchase accounting, as you note on
other pages in your Quarterly Supplement. Please respond to the following:

    a.

    Tell us whether in calculating your loss rate of 2.71% you exclude the
purchased credit-impaired loans from your calculation of average loans to compensate
for the fact that these loans are not charged off consistently with other loans due to
the accounting applied in purchase accounting.

    b.

    Please consider expanding your explanation for the lower charge-off rate as
compared to the industry to explain that there is “reduced risk in the Wachovia
portfolio” due to the purchased credit-impaired accounting performed for the worst
performing Wachovia loans where losses are not charged-off consistent with the normal
loan portfolio and refer them to other pages where this is discussed in more detail.

Wells Fargo response:

The loss rate of 2.71% for fourth quarter 2009 was calculated and presented in accordance with
Guide III; that is, the ratio of net charge-offs during the period to average loans outstanding
during the period. Accordingly, purchased credit-impaired (PCI) loans are included insofar as
loans outstanding are included in the computation.

As the Staff observed, we have included disclosures throughout the Quarterly Supplement and our
filings that discuss the impact of the accounting for PCI loans on various credit-related metrics.
To the extent we include industry comparisons in future filings, and the impact of accounting for
PCI loans is material to those comparisons, we will include an explanation that there is reduced
risk in the Wachovia portfolio due to the accounting for PCI loans.

Kevin W. Vaughn

February 11, 2010

Page 3

    3.

    We note your disclosure on page 36 of your earnings release filed as part of Exhibit 99.1
that your allowance for loan losses as a percentage of nonaccrual loans has declined
substantially from 309% as of December 31, 2008 to 100% as of December 31, 2009. We also note
your disclosure on page 10 of your release where you discuss how the loss exposure expected in
nonperforming assets is significantly mitigated due to three factors. Tell us and expand your
disclosures in future filings to discuss the decline in this credit ratio, as well as
unfavorable changes in other ratios such as the net charge-off rate over the year, and how you
considered this information in determining the appropriate level of your allowance as of
December 31, 2009.

Wells Fargo response:

We employ a disciplined process and methodology to establish our Allowance for Loan Losses
(“Allowance”) each quarter. This process takes into consideration many factors, including
historical and forecasted loss trends, loan-level credit quality ratings and loan-grade specific
loss factors. The process involves difficult, subjective, and complex judgments. In addition, we
review several credit ratio trends, such as the ratio of the Allowance to nonaccrual loans and the
ratio of the Allowance to net charge-offs. These trends are not solely determinative of the
adequacy of the Allowance as we use several analytical tools in determining the adequacy of the
Allowance.

During 2009, certain credit ratios experienced negative trends. As we approach what we believe to
be the peak of this credit cycle, the reduced coverage of our Allowance as a percentage of our
nonaccrual loans, compared with the end of 2008, was both normal and expected. The decline in this
ratio also reflected the impact of purchase accounting, which virtually eliminated nonaccrual loans
acquired from Wachovia at December 31, 2008, causing the trend in this ratio to be less meaningful
or useful.

As the Staff has noted, the allowance for loan losses as a percentage of nonaccrual loans decreased
from 309% at December 31, 2008, to 100% at December 31, 2009. In addition to the impact of
purchase accounting referred to above, the decrease in coverage reflected some deterioration in the
underlying loan portfolio. In our earnings release we comment that the loss exposure expected in
nonperforming assets was mitigated by three factors. We included this information to indicate that
we do not expect that the full amount of nonperforming loans will result in loss that we would need
to reserve for in our Allowance.

Likewise, purchase accounting impacted the ratio of the Allowance to net loan charge-offs which was
268% for 2008, compared with 135% for 2009. The 2008 ratio primarily reflected the addition of
$8.7 billion to the Allowance from Wachovia, while 2008 net charge-offs did not include amounts
from Wachovia because the acquisition closed at year end.

While the decline in these coverage ratios was expected, it also aligns with our expectation that
we are approaching the peak in credit losses in each of our consumer and commercial portfolios.
The Allowance 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

Kevin W. Vaughn

February 11, 2010

Page 4

conditions,
cash flow estimates of impaired loans, among other factors. We believe our nonaccrual loans have
been appropriately considered in our analysis, given estimated remaining loss content in such
loans, and that overall our loan portfolio is adequately reserved.

In future filings, including our 2009 Annual Report on Form 10-K, we anticipate including the
following disclosures in Management’s Discussion and Analysis:

    We employ a disciplined process and methodology to establish our Allowance for Loan Losses
(“Allowance”) each quarter. This process takes into consideration many factors, including
historical and forecasted loss trends, loan-level credit quality ratings and loan grade
specific loss factors. The process involves difficult, subjective, and complex judgments.
In addition, we review several credit ratio trends, such as the ratio of the Allowance to
nonaccrual loans and the ratio of the Allowance to net charge-offs. These trends are not
solely determinative of the adequacy of the Allowance as we use several analytical tools in
determining the adequacy of the Allowance.

    4.

    We note your disclosure on page five of your release filed as part of Exhibit 99.1 that you
established a $316 million increase in repurchase reserves, up from $146 million established
during the third quarter of 2009. Tell us and disclose in future filings how you establish
repurchase reserves for various representations and warranties that you have made to various
parties, including the GSE’s, monoline insurers and any private loan purchasers. Please ensure
your response addresses the following areas:

    a.

    Discuss the specific methodology to estimate the reserve related to various
representations and warranties, including a discussion of any differences in your
methodologies.

    b.

    Discuss the total level of reserves established related to these repurchase
requests and how and where they are classified in the financial statements.

    c.

    Discuss the level and type of repurchase requests you are receiving, and any
trends that have been identified, including your success rates in avoiding settling the
claim.

    d.

    Discuss your methods of settling the claims under the agreements. Specifically,
tell us whether you repurchase the loans outright from the counterparty or just make a
settlement payment to them. If the former, discuss any effects or trends on your
nonperforming loan statistics. If the latter, discuss any trends in terms of the
average settlement amount by loan type.

    e.

    Discuss the typical length of time of your repurchase obligation and any trends
you are seeing by loan vintage.

Kevin W. Vaughn

February 11, 2010

Page 5

Wells Fargo response to comments 4a — 4e:

See below our expected disclosure for inclusion in our 2009 Annual Report on Form 10-K.

    f.

    Discuss whether these reserves relate to any significant balance of Wachovia
legacy loans, and if so, whether there are any other accounting implications (i.e.
original SOP 03-3 loans).

Wells Fargo response:

Approximately 20% of reserves relate to loans originated by Wachovia prior to our acquisition of
Wachovia. There are no other accounting implications (i.e., original SOP 03-3 loans) associated
with such repurchase reserves.

*********************

In future filings, including our 2009 Annual Report on Form 10-K, we expect to include the
following disclosures in Management’s Discussion and Analysis:

We sell mortgage loans to various parties, including GSEs, under contractual provisions that
include various representations and warranties which typically cover ownership of the loan,
compliance with loan criteria set forth in the applicable agreement, validity of the lien
securing the loan, absence of delinquent taxes or liens against the property securing the
loan, and similar matters. We may be required to repurchase the mortgage loans with
identified defects, indemnify the investor or insurer, or reimburse the investor for credit
loss incurred on the loan (collectively “repurchase”) in the event of a material breach of
such contractual representations or warranties. On occasion, we may negotiate global
settlements in order to resolve a pipeline of demands in lieu of repurchasing the loans. We
manage the risk associated with potential repurchases or other forms of settlement through
our underwriting and quality assurance practices and by servicing mortgage loans to meet
investor and secondary market standards.

We establish mortgage repurchase reserves related to various representations and warranties
that reflect management’s estimate of losses based on a combination of factors. Such factors
incorporate estimated levels of defects based on internal quality assurance sampling,
default expectations, historical investor repurchase demand and appeals success rates (where
the investor rescinds the demand based on a cure of the defect or acknowledges that the loan
satisfies the investor’s applicable representations and warranties), reimbursement by
correspondent and other third party originators, and projected loss severity. We establish a
reserve at the time loans are sold and continually update our reserve estimate during their
life. The majority of repurchase demands occurs in the first 24 to 36 months following
origination of the mortgage loan and can vary by investor. Currently, repurchase demands
primarily relate to 2006 through 2008 vintages.

Kevin W. Vaughn

February 11, 2010

Page 6

During 2009 we experienced elevated levels of repurchase activity measured by number of
loans, investor repurchase demands and our level of repurchases. These trends accelerated
in the fourth quarter. We repurchased or otherwise settled mortgage loans with balances of
$1.3 billion in 2009, compared with $426 million in 2008. We incurred losses on repurchase
activity of $514 million in 2009, compared with $251 million in 2008. Our reserve for
repurchases, included in “Accrued expenses and other liabilities” in our consolidated
financial statements, was $1.033 billion at December 31, 2009, and $589 million at December
31, 2008. To the extent that repurchased loans are nonperforming, the loans are classified
as nonaccrual. Nonperforming loans included $275 million of repurchased loans at December
31, 2009, and $193 million at December 31, 2008.

Approximately three-fourths of our repurchases were government agency conforming loans from
Freddie Mac and Fannie Mae. The increase in repurchase and settlement activity during 2009
primarily related to weaker economic conditions as investors, predominantly GSEs, made
increased demands associated with higher levels of defaulted loans. Our appeals success
rate improved from 2008 to 2009 reflecting our enhanced and more timely loss mitigation
efforts. However, the annual loss increased year over year due to higher volumes. The
appeals success rate is one indicator of our future repurchase losses and may also be
affected by factors such as the quality of repurchase demands, the mix of reasons for the
demands, and investor repurchase demand strategies.

To the extent that economic conditions and the housing market do not recover or future
investor repurchase demand and appeals success rates differ from past experience, we could
continue to have increased demands and increased loss severity on repurchases, causing
future additions to the repurchase reserve. However, some of the underwriting standards that
were permitted by the GSEs for conforming loans in the 2006 through 2008 vintages, which
significantly contributed to recent levels of repurchase demands, were tightened starting in
mid to late 2008. Accordingly, we do not expect a similar level of repurchase requests from

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549

      DIVISION OF
CORPORATION FINANCE

February 1, 2010
By U.S. Mail and Facsimile to: (415) 975-6871

Richard D. Levy Executive Vice President and Controller Wells Fargo & Company 420 Montgomery Street San Francisco, CA 94163
Re: Wells Fargo & Company  Form 8-K filed January 20, 2010
File No. 001-02979
 Dear Mr. Levy:

We have reviewed the above-referenced filing and have the following comments.
We have limited our review of your filing to those issues we have addressed in our
comments. Where indicated, we think you should revise your future filings in response to
these comments.  If you disagree, we will consider your explanation as to why our
comment is inapplicable or a revision is unneces sary.  Please be as detailed as necessary
in your explanation.  In some of our comme nts, we may ask you to provide us with
information so we may better understand your  disclosure.  After reviewing this
information, we may raise additional comments.

Please understand that the purpose of our re view process is to assist you in your
compliance with the applicable disclosure  requirements and to  enhance the overall
disclosure in your filing.  We look forward to  working with you in these respects.  We
welcome any questions you may have about our comments or any other aspect of our review.  Feel free to call us at the telephone numbers listed at the end of this letter.

Form 8-K filed January 20, 2010

1. We note your disclosure on page 11 of your  earnings release filed as part of
Exhibit 99.1 that a primary driver of th e increased allowance during the fourth
quarter of 2009 was $100 million associated w ith additional life-of-loan losses for
several commercial purchased credit-impaire d loans.  Please clarify what is meant
by additional “life-of-loan losses”.  For example, are you basing your best

Richard D. Levy
Wells Fargo & Company
February 1, 2010 Page 2

estimate of cash flow on events and circumst ances that have been incurred to date,
or estimating cash flows based on other even ts that may occur in the future.  To
the extent the latter is true, please clarify how your policy complies with the
guidance in paragraph 8 of SOP 03-3 (ASC 310-30).
2. We note your disclosure on page 12 of your Quarterly Supplement furnished as
Exhibit 99.2 that your loss rate of 2.71% wa s one of the “lowest in the industry”
due to the legacy Wells Fa rgo credit discipline, reduced risk in the Wachovia
portfolio and a smaller percen tage of higher loss content portfolios.  However, it
would appear that a large factor is due to the fact that the purchased credit-
impaired loans are not charged-off and instead are accounted for through the non-
accretable difference established in purchase accounting, as you note on other
pages in your Quarterly Supplement.   Please respond to the following:

a. Tell us whether in calculating your loss rate of 2.71% you exclude the purchased credit-impaired loans from your calculation of average loans to
compensate for the fact that these loans are not charged off consistently with other loans due to the accounting applied in purchase accounting.
 b. Please consider expanding your explana tion for the lower charge-off rate as
compared to the industry to explain th at there is “reduced risk in the
Wachovia portfolio” due to the purc hased credit-impaired accounting
performed for the worst performing Wachovia loans where losses are not
charged-off consistent with the normal lo an portfolio and refer them to other
pages where this is discussed in more detail.
3. We note your disclosure on page 36 of your  earnings release filed as part of
Exhibit 99.1 that your allowance for loan  losses as a percentage of nonaccrual
loans has declined substantially from 309% as of December 31, 2008 to 100% as of December 31, 2009.  We also note your disclosure on page 10 of your release where you discuss how the loss exposure expected in nonperforming assets is significantly mitigated due to three factor s.  Tell us and expand your disclosures
in future filings to discuss the decline in this credit ratio, as well as unfavorable changes in other ratios such as the net charge-off rate over the year, and how you
considered this information in dete rmining the appropriate level of your
allowance as of December 31, 2009.
4. We note your disclosure on page five of your release filed as part of Exhibit 99.1
that you established a $316 million increas e in repurchase reserves, up from $146
million established during the third quarter of 2009.  Tell us and disclose in future filings how you establish repurchase rese rves for various representations and
warranties that you have made to various parties, including the GSE's, monoline

Richard D. Levy
Wells Fargo & Company
February 1, 2010 Page 3

insurers and any private loan purchasers.   Please ensure your response addresses
the following areas:

a. Discuss the specific methodology to estim ate the reserve related to various
representations and warranties, including a discussion of any differences in
your methodologies.
b. Discuss the total level of reserves established related to these repurchase requests and how and where they are classified in the financial statements.

c. Discuss the level and type of repurch ase requests you are receiving, and any
trends that have been identified, including your success rates in avoiding
settling the claim.

d. Discuss your methods of settling th e claims under the agreements.
Specifically, tell us whether you repu rchase the loans outright from the
counterparty or just make a settlement payment to them.  If the former,
discuss any effects or trends on your nonperforming loan statistics.  If the
latter, discuss any trends in terms of  the average settlement amount by loan
type.

e. Discuss the typical length of time of  your repurchase obligation and any
trends you are seeing by loan vintage.

f. Discuss whether these reserves relate to any significant balance of Wachovia
legacy loans, and if so, whether ther e are any other accounting implications
(i.e. original SOP 03-3 loans).
5. We note your disclosure on page three of your earnings released filed as part of
Exhibit 99.1 about the number and types of modifications you have performed
during the past year.  Please tell us and discuss in future filings how modifications
impact the timing of recording the allowa nce for loan losses.    For example,
discuss whether the largest effect of the loan modification is recorded during the
period of the modification or whether the modification has largely been reserved
for under your normal reserving methodology.    In this regard, we note your disclosure on page 11 that the $500 million reserve build during the quarter was partially attributed to your loan modifica tion programs for residential real estate
portfolios.  Additionally, di scuss how the high level of re-defaults of the loan
modifications performed thus far is factor ed into your allowance for loan losses.

Please respond to these comments within  10 business days or tell us when you
will provide us with a response.  Your re sponse letter should key your responses to our

Richard D. Levy
Wells Fargo & Company February 1, 2010 Page 4

comments, indicate your intent to include th e requested revisions in future filings,
provide a draft of your proposed disclosure s and provide any requested information.
Please file your letter on EDGAR as corre spondence.  Please understand that we may
have additional comments after review ing your responses to our comments.

We urge all persons who are responsible for the accuracy and adequacy of the
disclosure in the filing to be certain that the filing includes all in formation required under
the Securities Exchange Act of 1934 and th at they have provided all information
investors require for an informed decision.  Since the company and its management are in
possession of all facts relating to a company’ s disclosure, they are responsible for the
accuracy and adequacy of the disclosures they have made.

In connection with responding to our comments, please provide, in writing, a
statement from the company acknowledging 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 a ny action with respect to the filing;
and
 • the company may not assert staff comme nts as a defense in any proceeding
initiated by the Commission or any pers on under the federal s ecurities laws of
the United States.

In addition, please be advise d that the Division of Enfo rcement has access to all
information you provide to the staff of the Divi sion of Corporation Fi nance in our review
of your filing or in response to our comments on your filing.
  You may contact Mike Volley, Staff Accountant, at (202)  551-3437 or me at (202)
551-3494 if you have questions  regarding our comments.
 Sincerely,    Kevin W. Vaughn Accounting Branch Chief

UNITED STATES
SECURITIES  AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
DIVISION OF
CORPORATION FINANCE

Mail Stop 4720         November 4, 2009   John G. Stumpf President and Chief Executive Officer Wells Fargo & Company 420 Montgomery Street San Francisco, CA 94163

Re: Wells Fargo & Company
 Form 10-K for Fiscal Year Ended December 31, 2008
File No. 001-02979

Dear Mr. Stumpf:

We have completed our review of your Fo rm 10-K and related filings and have no
further comments at this time.
Sincerely,

Justin T. Dobbie Attorney-Adviser
 cc: Richard D. Levy, Wells Fargo & Company

CORRESP
1
filename1.htm

corresp

September 14, 2009

VIA EDGAR AND FACSIMILE

Justin T. Dobbie, Attorney-Adviser

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, 2008

and Documents Incorporated by Reference

Forms 10-Q for Fiscal Quarters Ended March 31, 2009 and

June 30, 2009

File No. 001-02979

Dear Mr. Dobbie:

In response to the comments by the Commission’s staff (“Staff”) contained in your letter dated
September 1, 2009, to Wells Fargo & Company (“Wells Fargo” or the “Company”), we submit the
following information. The Staff’s comments, indicated in bold, are followed by Wells Fargo’s
responses.

Form 10-K for Fiscal Year Ended December 31, 2008

Guarantees and Certain Contingent Arrangements

Prudential Joint Venture, page 57 of Annual Report to Shareholders

    1.

    We note your response to comment 4 in our letter dated June 22, 2009 regarding your
accounting for the noncontrolling interest in WSFH. Please respond to the following:

    a.

    Tell us whether the put option is a fair value put or instead based potentially
on the fair value or some maximum amount. In this regard, we note your disclosure on
page 11 of your June 30, 2009 Form 10-Q that you recorded the noncontrolling interest
at the estimated maximum redemption amount.

Justin T. Dobbie

September 14, 2009

Page 2

Wells Fargo response:

The put option is based on the appraised value of the joint venture, excluding the A.G. Edwards
business, as of January 1, 2008, which we consider to be its fair value. In accordance with the
provisions of the joint venture agreement, the appraised value must be mutually agreed upon by the
parties. Wells Fargo and Prudential are currently establishing the process for appraising the value
of the joint venture. Since the appraised value has not yet been determined or mutually agreed
upon, we have recorded the value of Prudential’s noncontrolling interest in the joint venture at
the estimated maximum redemption amount in accordance with paragraph 15 of EITF Topic D-98.

    b.

    Tell us whether Prudential has the ability to rescind its written notice to
exercise the “lookback” option prior to the closing date that is expected to occur on
or about January 1, 2010.

Wells Fargo response:

Prudential has the unilateral ability to revoke its written notice to exercise the option and
continue to participate as a member of the joint venture.

    c.

    Tell us how you considered the guidance in paragraphs 19A and 40-41 of EITF
Topic D-98 in concluding that the noncontrolling interest should not be recorded as
part of temporary equity at both December 31, 2008 and March 31, 2009.

Wells Fargo response:

We acknowledge that redeemable noncontrolling interests represent temporary equity. We concluded,
in consultation with our external auditors, that our presentation of noncontrolling interests as a
separate category of equity outside of total Wells Fargo stockholders’ equity is consistent with
the principles of Statement of Financial Accounting Standards (SFAS) No. 160, EITF Topic D-98 and
Accounting Series Release (ASR) No. 268. While EITF Topic D-98 and ASR 268 indicate that redeemable
noncontrolling interests should be presented outside of permanent equity, SFAS No. 160 specifically
eliminated “mezzanine” treatment for noncontrolling interests and required the classification of
noncontrolling interests in the equity section. Given the complex interplay of SFAS No. 160, EITF
D-98, and ASR No. 268, and the conflicting principles regarding the classification and presentation
of noncontrolling interests contained in the guidance, we believe our presentation of
noncontrolling interests is consistent with the requirements. We further believe that our balance
sheet presentation, when coupled with the additional detailed disclosures regarding the nature of
our noncontrolling interests, included in the SFAS 160 section of Footnote 1 to our Financial
Statements in our Form 10-Q for the period ended March 31, 2009, represents a meaningful and
transparent disclosure for our shareholders. In addition, the total amount of redeemable
noncontrolling interests included in noncontrolling interests at December 31, 2008, and March 31,
2009, was not considered to be material to total equity or total assets.

Justin T. Dobbie

September 14, 2009

Page 3

    d.

    Tell us how you concluded that upon Prudential’s written notice to you in June
2009 of their intention to exercise the “lookback” option that the noncontrolling
interest should not be recorded as a liability under SFAS 150.

Wells Fargo response:

We concluded that we have a conditional obligation to acquire the noncontrolling interest from
Prudential based on the revocable nature of Prudential’s written notice to exercise the option. As
the obligation is conditional in nature and the noncontrolling interest is not mandatorily
redeemable, the application of paragraph 10 of SFAS No. 150 would not require the put option to be
recorded as a liability until the event occurs, the condition is resolved, or the event becomes
certain to occur.

Table 16: Pick-a-Pay Portfolio, page 62 of Annual Report to Shareholders

    2.

    In your response to comment 5 in our letter dated June 22, 2009 you state that you use
automated valuation models only for properties with a loan amount under $250,000. In your
response to comment 7, you state that collateral values used in your current LTV ratios are
determined using an automated valuation model. Please revise your proposed disclosure in
comment 7 to clarify how you determine collateral values used in your current LTV ratios for
loans greater than $250,000.

Wells Fargo response:

We utilize automated valuation models (AVMs) in different ways in our credit risk
management process. Our response to comment 5, in our letter dated July 2, 2009, relates to
how we use AVMs to support property values for our underwriting and origination process.
This disclosure was included in our Credit Risk Management Process discussion on page 31 of
our Form 10-Q for the period ended June 30, 2009.

In addition, for our portfolio management and reporting processes, we generally use AVMs for
updating property values for the current reported loan-to-value (LTV) ratio. Our response to
comment 7 relates to the Pick-a-Pay Portfolio table on page 35 of our Form 10-Q for the period
ended June 30, 2009, where we note the use of AVMs to reflect market updates of the mortgage
collateral property values.

In future filings, we will clarify the disclosures as follows (underlining and strikethrough denote
changes from our most recent filing):

Credit Risk Management Process section (previous comment 5)

Generally, AVMs are only used for to support properties property values
on loan originations where the with a loan amount is under $250,000.

Table 16: Pick-a-Pay Portfolio footnote (previous comment 7)

The current LTV ratio is calculated as the outstanding loan balance plus the
outstanding balance of any equity lines of credit that share common collateral
divided by the collateral value. Collateral values are generally determined
using

Justin T. Dobbie

September 14, 2009

Page 4

automated valuation models (AVMs) and are updated quarterly. AVMs are computer-based
tools used to estimate market values of homes based on processing large volumes of
market data including market comparables and price trends for local market areas.

Note 5: Securities Available for Sale, page 104 of Annual Report to Shareholders

    3.

    Please revise your proposed disclosure in response to comment 10 in our letter dated June 22,
2009 to quantify the amount of unrealized loss and fair value included in the investment grade
for unrated securities. To the extent a significant portion of your investment grade
securities are unrated, tell us the nature of those securities and why you believe a rating
from a major credit agency was not sought for these securities since it would appear such a
rating would likely reduce their funding costs.

Wells Fargo response:

The unrealized losses and fair value of unrated securities included in investment grade and in a
loss position was $15 million and $44 million, respectively, as of June 30, 2009, and $543 million
and $8,091 million, respectively, as of December 31, 2008. Substantially all of the unrealized
losses on unrated securities classified as investment grade as of December 31, 2008, were related
to investments in asset-backed securities collateralized by auto leases that appreciated to an
unrealized gain position at June 30, 2009, due to spread tightening.

We will revise future filings to disclose the amount of unrealized loss and fair value of
securities not rated by major rating agencies that we have categorized as investment grade in our
disclosures by adding the following disclosure (underlining denotes changes from current
disclosure):

The table below shows the gross unrealized losses and fair value of debt and
perpetual preferred securities in the available-for-sale portfolio by those rated
investment grade and those rated less than investment grade, according to their
lowest credit rating by Standard & Poor’s Rating Services (S&P) or Moody’s Investors
Service (Moody’s). Credit ratings express opinions about the credit quality of a
security. Securities rated investment grade, that is those rated BBB- or higher by
S&P or Baa3 or higher by Moody’s, are generally considered by the rating agencies
and market participants to be low credit risk. Conversely, securities rated below
investment grade, labeled as “speculative grade” by the rating agencies, are
considered to be distinctively higher credit risk than investment grade securities.
We have also included securities not rated by S&P or Moody’s in the table below
based on the internal credit grade of the securities (used for credit risk
management purposes) equivalent to the credit rating assigned by major credit
agencies. The unrealized losses and fair value of such unrated securities
categorized as investment grade was $[xx] million and $[xx] million, respectively,
as of [current period] and $[xx] million and $[xx] million,

Justin T. Dobbie

September 14, 2009

Page 5

respectively, as of [prior period presented]. If an internal credit grade
was not assigned, we categorized the security as non-investment grade.

The asset-backed securities collateralized by auto leases are transactions that are structured as
single-tranche, fixed-rate, fully amortizing bonds equivalent to investment grade due to their
significant overcollateralization by auto leases and cash reserves. The securities are issued by
special purpose entities that have been formed and sponsored by third party auto financing
institutions primarily because they require a source of liquidity to fund ongoing vehicle sales
operations. Ratings were not sought because the securities were acquired in a private placement
transaction with the third party auto financing institution where we performed a detailed review of
the primary risks associated with the underlying collateral (credit risk and residual value risk of
the autos). Obtaining ratings would not have impacted the security’s yield.

Credit-Linked Note Structures, page 117 of Annual Report to Shareholders

    4.

    We note your response to comment 15 in our letter dated June 22, 2009. Please explain to us
in detail and revise future filings to explain how issuing credit-linked notes generates
regulatory capital for you since it appears that the notes are a form of debt.

Wells Fargo response:

These transactions are limited to two transactions that transfer a portion of the credit risk of a
reference pool of loans that we own to third party holders of credit-linked notes. Due to this
transference of risk, we apply the ratings-based approach to determine the regulatory capital
requirements for these loans. This has the effect of reducing risk-weighted assets because the
loans are risk-weighted based upon the equivalent credit rating associated with the credit risk
retained in the loans. The credit-linked notes are issued by an off-balance sheet special purpose
entity (SPE) and do not represent debt of the Company. The risk-based capital treatment of these
transactions has been reviewed and approved by our banking regulators.

In future filings, we will clarify our disclosure as follows (underlining and strikethrough denote
changes from our most recent filing):

We enter into credit-linked note structures for two separate purposes. First and
primarily, we structure transactions for clients designed to provide investors with
specified returns based on the returns of an underlying security, loan or index.
Second, in certain situations, we also use credit-linked note structures to
reduce the Company’s risk-weighted assets for determining regulatory capital
ratios by structuring similar transactions that are indexed to the returns of a
pool of underlying  securities or loans that we own. These transactions reduce
our risk-weighted assets because they transfer a portion of the credit risk in the
indexed pool of loans to the holders of the credit-linked notes. Both of these
types of transactions result in the issuance of credit-linked notes and typically
involve a bankruptcy remote SPE that synthetically obtains exposure to the
underlying loans through a derivative instrument such as a written credit
default swap or total

Justin T. Dobbie

September 14, 2009

Page 6

return swap. The SPE issues notes to investors based on the referenced underlying
securities or loans. Proceeds received from the issuance of these notes are usually
invested in investment grade financial assets. We are typically the derivative
counterparty to these transactions and administrator responsible for investing the
note proceeds. We do not consolidate these SPEs because we typically do not hold any
of the notes that they issue.

Appendix A, page A-1 of Definitive Proxy Statement on Schedule 14A

    5.

    We note your response to comment 24 in our letter dated June 22, 2009. We also note that you
have not provided your basis supporting the statement that the information in Appendix A is
not deemed to be “filed” pursuant to Sections 13(a), 13(c), 14 or 15(d) of the Exchange Act.
Please provide us the basis for this determination, or, in the alternative, confirm your
understanding that the disclosure in Appendix A is deemed to be filed as part of the company’s
proxy statement pursuant to Section 14(a) of the Exchange Act.

Wells Fargo response:

We confirm our understanding that the disclosure in Appendix A is deemed to be filed as
part of our 2009 proxy statement pursuant to Section 14(a) of the Exchange Act. We note
that, for the reasons discussed in our response to comment 24 in your letter dated June 22,
2009, we continue to believe the information in Appendix A was not required to be
incorporated by reference into our Form 10-K for the year ended December 31, 2008.

Form 10-Q for Fiscal Quarter Ended March 31, 2009

Critical Accounting Policies

Fair Value of Financial Instruments, page 12

    6.

    We note your response to comment 31 in our letter dated June 22, 2009. Given the significant
amount of management judgment involved in your methodology for classifying instruments in the
fair value hierarchy, and in particular where adjustments are made to the pricing service or
broker price based on your methodology to weight the pricing service/broker price and internal
model, we believe you should disclose your policy for evaluating what constitutes a
significant adjustment to the overall valuation for purposes of classifying the instruments as
either Level 2 or Level 3 in the fair value hierarchy.

Wells Fargo response:

We will revise future filings to disclose our policy for evaluating what constitutes a significant
adjustment

UNITED STATES
SECURITIES  AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
DIVISION OF
CORPORATION FINANCE

Mail Stop 4720         September 1, 2009   John G. Stumpf President and Chief Executive Officer Wells Fargo & Company 420 Montgomery Street San Francisco, CA 94163

Re: Wells Fargo & Company
 Form 10-K for Fiscal Year Ended December 31, 2008   and Documents Incorporated by Reference  Forms 10-Q for Fiscal Quarters Ended March 31, 2009 and
June 30, 2009 File No. 001-02979

Dear Mr. Stumpf:

We have reviewed your filings and have the following comments.  Where
indicated, we think you should re vise your disclosure in resp onse to these comments.  If
you disagree, we will consider your explanation as to why our comments are inapplicable
or a revision is unnecessary.  Please be as detailed as necessary in your explanation.  In
some of our comments, we may ask you to provi de us with information so we may better
understand your disclosure.  After reviewing th is information, we may raise additional
comments.

Form 10-K for Fiscal Year Ended December 31, 2008

Guarantees and Certain Contingent Arrangements

Prudential Joint Venture, page 57 of Annual Report to Shareholders

1. We note your response to comment 4 in our  letter dated June 22, 2009 regarding
your accounting for the noncontrolling interest  in WSFH.  Please respond to the
following:

a. Tell us whether the put option is a fair value put or instead based potentially
on the fair value or some maximum am ount.  In this regard, we note your

John G. Stumpf
Wells Fargo & Company
September 1, 2009 Page 2
disclosure on page 11 of your June 30, 2009 Form 10-Q that you recorded the noncontrolling interest at the estimated maximum redemption amount.
 b. Tell us whether Prudential has the abili ty to rescind its written notice to
exercise the “lookback” option prior to the closing date  that is expected to
occur on or about January 1, 2010.
 c. Tell us how you considered the guidan ce in paragraphs 19A and 40-41 of
EITF Topic D-98 in concluding that th e noncontrolling interest should not be
recorded as part of temporary eq uity at both December 31, 2008 and
        March 31, 2009.
 d. Tell us how you concluded that upon Pr udential’s written notice to you in
June 2009 of their intention to exercise the “lookback ” option that the
noncontrolling interest shoul d not be recorded as a liability under SFAS 150.
 Table 16: Pick-a-Pay Portfolio, page 62 of Annual Repor t to Shareholders

 2. In your response to comment 5 in our letter dated June 22, 2009 you state that you use automated valuation models only fo r properties with a loan amount under
$250,000.  In your response to comment 7, you st ate that collateral values used in
your current LTV ratios are determined us ing an automated valuation model.
Please revise your proposed disclosure  in comment 7 to clarify how you
determine collateral values used in your current LTV ratios for loans greater than
$250,000.
 Note 5: Securities Available for Sale, page 104 of Annual Report to Shareholders

 3. Please revise your proposed disclosure in  response to comment 10 in our letter
dated June 22, 2009 to quantify the amount of unrealized loss and fair value
included in the investment grade for unrated  securities.  To the extent a significant
portion of your investment grade securities are unrated, tell  us the nature of those
securities and why you believe  a rating from a major credit agency was not sought
for these securities since it would appear  such a rating woul d likely reduce their
funding costs.

Credit-Linked Note Structures, page 117 of Annual Repor t to Shareholders

4. We note your response to comment 15 in our letter dated June 22, 2009.  Please
explain to us in detail and revise future filings to explain how issuing credit-linked notes generates regulat ory capital for you since it appears that the notes are
a form of debt.

John G. Stumpf
Wells Fargo & Company
September 1, 2009 Page 3  Appendix A, page A-1 of Defin itive Proxy Statement on Schedule 14A

 5. We note your response to comment 24 in our  letter dated June 22, 2009.  We also
note that you have not provided your ba sis supporting the statement that the
information in Appendix A is not deemed to  be “filed” pursuant to Sections 13(a),
13(c), 14 or 15(d) of the Exchange Act.  Please provide us the basis for this
determination, or, in the alternative, confirm you r understanding that the
disclosure in Appendix A is deemed to be filed as part of the company’s proxy
statement pursuant to Section 14(a) of the Exchange Act.
 Form 10-Q for Fiscal Quarter Ended March 31, 2009

 Critical Accounting Policies

 Fair Value of Financial Instruments, page 12

 6. We note your response to comment 31 in our letter dated June 22, 2009.  Given
the significant amount of management  judgment involved in your methodology
for classifying instruments in the fair value hierarchy, and in particular where
adjustments are made to the pricing service or broker price based on your
methodology to weight the pricing service/broker price and internal model, we
believe you should disclose your polic y for evaluating what constitutes a
significant adjustment to the overall valu ation for purposes of classifying the
instruments as either Level 2 or Le vel 3 in the fair value hierarchy.

Note 4. Securities Available for Sale, page 65

 7. We note your response to comment 35 in our letter dated June 22, 2009.  Your
response indicates that the credit risk associated with the underlying loan obligors
are different for prime and Alt-A securiti es, but that you do not believe that alone
justifies creation of a separate major security type given the additional information you plan to include in your filings in response to certain other staff comments.  However, the staff notes th at paragraph 39 of FSP FAS 115-2 lists
credit risk as one item that should be  considered in determining whether
disclosure for a particular security type is necessary, as well considering how you
manage, monitor and measure your securitie s on the basis of the nature and risks
of the securities.  It is  unclear from your respons e whether you monitor and
manage the different risks of these securities separately.  Given the significant concentration of Alt-A securitie s in your portfolio, investor interest in this type of
portfolio, and the fact that  you acknowledge the differen ce in credit risks, it is
unclear to us how you concluded that Alt-A residential mortgage backed
securities and prime residen tial mortgage backed securiti es would not be separate
major security types.  Furthermore, re gardless of your conclusion as to whether
the residential mortgage backed portfolio should be further segregated, we believe

John G. Stumpf
Wells Fargo & Company
September 1, 2009 Page 4
that the disclosure regarding the significan t inputs considered in determining the
measurement of the credit loss component recognized in earnings for residential
mortgage backed securities should be provided at a more disaggregated level given the wide range of inputs, includi ng a range of expected loss assumption of
between 0 and 57% for the quarter ended June 30, 2009.  Given the significant range of inputs, it would app ear that credit risk is dramatically different between
the different sub-portfolios in residentia l mortgage backed securities, which may
indicate that they should be consider ed separate major security types.
 Form 10-Q for Fiscal Quarter Ended June 30, 2009

 Summary Financial Data, page 2

 8. We note your response to comment 29 in our  letter dated June 22, 2009, as well as
your disclosure in Note (4) on page 2 regarding Pre-tax pre-provision profit.
Please tell us and revise your future filings to explain and quantify the differences between this measure and the measure re viewed by the Federal banking regulators
under the Supervisory Capital Assessment Program.
 Overview – Summary Results, page 6

9. We note your disclosure on page 8 descri bing the increase in nonaccrual loans
during both the first and second quarters of  2009 and attributing the cause, in part,
to the application of SOP 03-3.  In order to provide a more balanced discussion of
the effects of SOP 03-3 on your nonaccrual metrics and related ratios in this
section and elsewhere as a pplicable in the document, we believe you should also
discuss the positive effect on your non accrual loan metrics and ratios that
occurred as of December 31, 2008 and Ma rch 31, 2009.  In this regard, we note
that you could indicate in the sentence de scribing how the SOP 03-3 loans were
classified to accrual status on December 31, 2008 that it resulted in a low level of
nonaccrual loans as of that date, and limited comparability of this metric and
related ratios to your large bank peers.  We  note that similar disclosure could also
be added to the last sentence of the paragraph in order to balance the entire section.

Current Accounting Developments – FAS 166/167, page 13

10. We note your disclosure showing your pr eliminary consolidation expectations
upon the adoption of SFAS 166 and 167.  We note that certain of your
nonconforming residential mortgage loans involved in securitizations will be
subject to consolidation upon the adoption of SFAS 166 a nd 167.  Please clarify if
this represents the substantial majority of these types of securitizations or just a smaller portion.  To the extent available, please tell us and expand your disclosure
in future filings to explain any key char acteristics among the ones that will be

John G. Stumpf
Wells Fargo & Company
September 1, 2009 Page 5
subject to consolidation ve rsus the ones that you have  determined preliminarily
will not be.

Pick-a-Pay Portfolio, page 34

11. You disclose that “The carrying valu e [of the Pick-a-Pay portfolio loans
accounted for under SOP 03-3] is net of $20.7 billion of purchase accounting net write-downs to reflect SOP 03-3 loans at fair value.”  Please tell us how you concluded that your SOP 03-3 are carried at fair value subsequent to their
acquisition and/or revise future filings to more clearly disclose the measurement of your SOP 03-3 at period end.
 Nonaccrual Loans and Other Nonperforming Assets, page 37

 12. You disclose the following on page 38:

• consumer nonaccrual loans that have been modified remain in nonaccrual
status until a borrower has made six contractual payments.

• total consumer TDRs amounted to $5.6 billion at June 30, 2009, compared
with $3.5 billion at March 31, 2009.
 • of the consumer TDRs, $1.2 billion at June 30, 2009, and $868 million at
March 31, 2009, were classified as nonaccrual.

Please tell us and revise future filings to clarify whether a borrower needs to make
six consecutive
 contractual payments in order to  be returned to accrual status.
Additionally, tell us and re vise future filings to ex plain how consumer TDRs
increased $2.1 billion from March 31, 2009 to June 30, 2009 but nonaccrual consumer TDRs only increased $0.4 billion considering that nonaccrual TDR
loans stay on nonaccrual until six payments are received.
   *  *  *  *  *
Please respond to these comments within  10 business days or tell us when you
will provide us with a response.  Please furnish a cover letter that keys your responses to
our comments and provides any requested in formation.  Detailed cover letters greatly
facilitate our review.  Please understand th at we may have additional comments after
reviewing your responses to our comments.

 You may contact Mike Volley, Staff Accountant, at (202) 551-3437 or
Kevin W. Vaughn, Accounting Branch Chief, at (202) 551-3494 if you have questions
regarding comments on the financ ial statements and related matters.  Please contact

John G. Stumpf
Wells Fargo & Company September 1, 2009 Page 6  Matt McNair, Attorney-Adviser, at (202) 551-3583 or me at (202) 551-3469 with any
other questions.
Sincerely,

Justin T. Dobbie Attorney-Adviser
 cc: Richard D. Levy  Wells Fargo & Company
 (By facsimile)

CORRESP
1
filename1.htm

corresp

July 2, 2009

VIA EDGAR AND HAND-DELIVERY

Justin T. Dobbie, Attorney-Adviser

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, 2008

and Documents Incorporated by Reference

Form 8-K filed April 22, 2009

Form 10-Q for Fiscal Quarter Ended March 31, 2009

File No. 001-02979

Dear Mr. Dobbie:

In response to the comments by the Commission’s staff (“Staff”) contained in your letter dated June
22, 2009, to Wells Fargo & Company (“Wells Fargo” or the “Company”), we submit the following
information. The Staff’s comments, indicated in bold, are followed by Wells Fargo’s responses.

Form 10-K for Fiscal Year Ended December 31, 2008

Critical Accounting Policies

Pension Accounting, page 45 of Annual Report to Shareholders

    1.

    On page 46, you disclose the difference between your expected rate of return and actual rate
of return on plan assets will increase your 2009 pension expense by $600 million due to higher
actuarial loss amortization combined with a lower rate of return component of pension expense.
On page 150, you disclose that the net actuarial loss for the defined benefit pension plans
that will be amortized from accumulated other comprehensive income into net periodic benefit
cost in 2009 is $430 million. Please tell us and consider revising future filings to explain
why the two numbers above are different. Also, please clarify what you mean when you refer to
a lower rate of return component of pension expense since you disclose that your expected rate
of return for 2009 is 8.75% which is the same as 2008 and 2007.

Justin T. Dobbie

July 2, 2009

Page 2

Wells Fargo response:

Our Cash Balance Plans and certain of our non-qualified defined benefit plans were frozen effective
June 30, 2009. As disclosed in our first quarter Form 10-Q, these plan freezes will reduce our 2009
pension expense from the amount originally expected, therefore, the full $600 million increase in
pension expense in 2009 is no longer expected as the amortization of actuarial losses will decrease
due to the plan freezes and the related plan re-measurement.

In response to the Staff’s comment, our disclosure on page 46 of the 2008 Annual Report states that
our actual rate of return for 2008 was negative and was therefore significantly less than our
expected rate of return of 8.75%. This negative return was expected to increase 2009 pension
expense by approximately $600 million, consisting of $430 million due to higher actuarial loss
amortization, and $168 million due to a lower amount of plan assets.

Although our 8.75% expected rate of return did not change between 2008 and 2007, the negative
return actually experienced in 2008 reduced the amount of our Cash Balance Plan assets by
approximately $1.8 billion. The balance of plan assets is multiplied by our expected rate of return
of 8.75% to determine the expected return on plan assets component of pension expense for the
following year. For 2008, our expected return on plan assets component of pension expense was
$(478) million for qualified plans, as disclosed on page 151, of which $(471) million related to
our Cash Balance Plan. For 2009 pension expense, the expected return on plan assets component is
$(303) million for our Cash Balance Plan. The $168 million decline in the expected return on plan
assets component ($471 million less $303 million) increases 2009 pension expense, mostly due to a
lower plan asset balance caused by the negative return on plan assets in 2008. We are referring to
this portion of the $600 million change when we refer to the lower rate of return component of
pension expense.

In future Form 10-K filings, we will clarify our disclosures accordingly.

    2.

    Please revise future filings to provide additional information on how you determine your
expected long-term rate of return on plan assets. For example, discuss the extent to which
your determination is based on quantified calculations versus qualitative factors, discuss the
extent you use historical returns, disclose the number of years of returns you consider,
explain why you believe that number of years is appropriate, disclose if you have changed the
number of years included in your analysis, discuss how sensitive your determination is to more
recent experience and expectations of future returns, etc.

Wells Fargo response:

In future Form 10-K filings, we will provide additional information on how we determine our
expected long-term rate of return on plan assets, including the items noted in the Staff’s comment,
similar to the following:

    Our determination of the reasonableness of our expected long-term rate of return on
plan assets is highly quantitative by nature. We evaluate the current asset
allocations and expected returns under two sets of conditions: projected returns

Justin T. Dobbie

July 2, 2009

Page 3

    using several forward-looking capital market assumptions, and historical returns for
the main asset classes dating back to 1970, the earliest period for which historical
data was readily available as of a common time frame for the asset classes included.
Using data as of 1970 allows us to capture multiple economic environments, which we
believe is relevant when using historical returns. We place greater emphasis on the
average of the forward-looking return and risk assumptions over historical results.
We use the resulting projections to derive a base line expected rate of return and
risk level for the Cash Balance Plan’s prescribed asset mix. We then adjust the
baseline projected returns for items not already captured, including the anticipated
return differential from active over passive investment management and the estimated
impact of an asset allocation methodology that allows for established deviations
from the specified target allocations when a compelling opportunity exists.

    We also evaluate the portfolio based on: (1) the established target asset
allocations over short term (one-year) and longer term (ten-year) investment
horizons, and (2) the range of potential outcomes over these horizons within
specific standard deviations. We perform the above analyses to assess the
reasonableness of our expected long-term rate of return on plan assets. We consider
the expected rate of return to be a long-term average view of expected returns and
do not anticipate changing this assumption annually unless there are significant
long-term changes in economic conditions or in portfolio composition.

    3.

    Please revise future filings to provide more specific details regarding the information on
which you relied to decrease the discount rate in 2008. For example, specifically discuss the
information you reviewed which showed increased interest rates/yield curves in 2008 since high
quality bond interest rates/yield curves decreased during 2008.

Wells Fargo response:

We will revise future Form 10-K filings to provide more specific details regarding the information
on which we rely to determine our discount rate, similar to the following:

    We use a consistent methodology to determine the discount rate that is based on an
established yield curve methodology developed by our outside actuarial firm. This
methodology incorporates a broad group of top quartile Aa or higher rated bonds
consisting of approximately 100-150 bonds. The discount rate is determined by
matching this yield curve with the timing and amounts of the expected benefit
payments for our plans. The discount rate of 6.75% as of December 31, 2008,
increased from the discount rate of 6.25% at November 30, 2007, due to increased
yields on the bonds comprising the yield curve.

In response to the Staff’s comment that high quality bond interest rate/yield curves decreased
during 2008, our yield curve increased 52 basis points at December 31, 2008, compared with November
30, 2007. The rate based on the yield curve methodology on November 30, 2007, was

Justin T. Dobbie

July 2, 2009

Page 4

6.39%, which we rounded to 6.25%. For December 31, 2008, the rate based on the yield curve
methodology was 6.91%, which we rounded to 6.75%.

Although yield curve rates traditionally move in the same direction, 2008 was an extremely volatile
year in regards to interest rate movement, which resulted in larger, non-traditional differences in
bond spreads. This volatility resulted in differences in the directional movement of interest rates
as determined by different yield curves or indices, depending on the quality and amount of bonds
included in the different yield curves and indices.

Guarantees and Certain Contingent Arrangements

Prudential Joint Venture, page 57 of Annual Report to Shareholders

    4.

    We have the following comments related to the accounting for the noncontrolling interest in
WSFH:

    a.

    Please tell us how you measured the noncontrolling interest in WSFH in your
purchase accounting. Please provide all pertinent facts and circumstances that impacted
your accounting determinations and identify the supporting accounting guidance.

    b.

    Please tell us and revise future filings to disclose the date that Prudential
announced its intention to exercise the lookback put option. If the date was prior to
your acquisition of Wachovia, please tell us how you considered the appropriate
measurement and presentation related to this event in your purchase accounting.

Wells Fargo response:

We measured the noncontrolling interest in WSFH at its carryover basis at December 31, 2008 (i.e.
based on the historical carrying amounts of the net assets of WSFH at the merger date and the
applicable percentage of ownership held by the noncontrolling interest).

The carrying amount of the noncontrolling interest was not affected by changes in the fair value of
the embedded options that permit redemption of the noncontrolling interest by Prudential Financial,
Inc. (Prudential), as the noncontrolling interest, or Wachovia, as the controlling interest. This
is because the embedded options were not subject to bifurcation under FASB Statement (FAS) No. 133,
Accounting for Derivative Instruments and Hedging Activities.

On December 4, 2008, Prudential publicly announced its intention to exercise its put option at the
end of the lookback period (January 1, 2010). Prudential’s announcement of its intentions to
exercise was made prior to our December 31, 2008, acquisition of Wachovia, which occurred prior to
the effective date of FAS 160, Noncontrolling Interests. At that time, the lookback put option was
determined to be within the scope of FAS 133 and was not subject to bifurcation under applicable
accounting guidance at the merger date. Therefore, our accounting for the noncontrolling interest
liability was not affected by changes in the fair value of the underlying

Justin T. Dobbie

July 2, 2009

Page 5

put option, or the intention or probability of exercise of the put option held by Prudential. As a
result, the measurement and presentation of the noncontrolling interest in WSFH in purchase
accounting was based on the historical carrying amounts of the net assets at the merger date.

In future filings, we will disclose the date that Prudential announced its intention to exercise
the lookback put option.

Risk Management

Credit Risk Management Process, page 59 of Annual Report to Shareholders

    5.

    You disclose that you use appraisals or automated valuation models to support property values
during your underwriting process. Please revise future filings to provide additional
information regarding automated valuation models. For example, please describe how automated
valuation models work, explain the key advantages and risks related to automated valuation
models as compared to appraisals, and provide an estimate of the extent to which you use
automated valuation models as compared to appraisals.

Wells Fargo response:

In future filings, we will include the following:

    Automated valuation models (AVMs) are computer-based tools used to estimate the
market value of homes. AVMs are a lower-cost alternative to appraisals and support
valuations of large numbers of properties in a short period of time. AVMs estimate
property values based on processing large volumes of market data including market
comparables and price trends for local market areas. The primary risk associated
with the use of AVMs is that the value of an individual property may vary
significantly from the average for the market area. We have processes to
periodically validate AVMs and specific risk management guidelines addressing the
circumstances when AVMs can be used. AVMs are used only for properties with a loan
amount under $250,000.

Table 15: Home Equity Portfolios, page 60 of Annual Report to Shareholders

6. Please revise future filings to disclose how you determined the loss rate for 2008.

Wells Fargo response:

The loss rate for 2008 was determined by dividing full-year net losses by average balances. As
noted in Table 15 and corresponding footnotes, we disclosed loss rates for standalone Wells Fargo
to provide comparability for 2007 results and for the combined Wells Fargo/Wachovia portfolio to
provide context in light of the year-end acquisition.

In future filings, we will include this information, as applicable.

Justin T. Dobbie

July 2, 2009

Page 6

Table 16: Pick-a-Pay Portfolio, page 62 of Annual Report to Shareholders

    7.

    Please revise future filings to disclose how you determine collateral values for your current
LTV ratio as disclosed in footnote 2.

Wells Fargo response:

In future filings, we will revise the footnote to the table, as follows:

    The current LTV ratio is calculated as the outstanding loan balance plus the
outstanding balance of any equity lines of credit that share common collateral
divided by the collateral value. Collateral values are determined using an automated
valuation model (AVM) and are updated quarterly. See page [     ] for a description of
the AVM approach.

Note 1: Summary of Significant Accounting Policies

Nonmarketable Equity Securities, page 94 of Annual Report to Shareholders

    8.

    Please revise future filings to disclose the criteria you use to determine whether a
nonmarketable equity security falls within the scope of the AICPA Investment Company Audit
Guide.

Wells Fargo response:

In future Form 10-K filings, we will clarify our disclosure with respect to application of the
AICPA Investment Company Audit Guide as follows (underlining denotes changes from current
disclosure):

    Nonmarketable equity securities held by investment company subsidiaries that
fall within the scope of the AICPA Investment Company Audit Guide are carried at
fair value (referred to as principal investments). An investment company is a
separate legal entity that pools shareholders’ funds and has a business purpose of
investing in multiple substantive investments for current income, capital
appreciation or both, with investment plans that include exit strategies.

Note 2: Business Combinations, page 100 of Annual Report to Shareholders

    9.

    Please revise future filings to disclose the amount of goodwill that is expected to be
deductible for tax purposes. Refer to paragraph 52(c)(1) of SFAS 141.

Wells Fargo response:

In accordance with paragraph 52 of FAS 141, we disclosed the Wachovia acquisition on December 31,
2008, as a material business combination. This acquisition was nontaxable and, as a result, there
is no tax basis in goodwill. Accordingly, none of the goodwill associated with the Wachovia
acquisition is deductible for tax purposes.

Justin T. Dobbie

July 2, 2009

Page 7

We will revise future filings accordingly.

Note 5: Securities Available for Sale, page 104 of Annual Report to Shareholders

    10.

    Due to the unfavorable trend and significant amount of unrealized losses o

UNITED STATES
SECURITIES  AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
DIVISION OF
CORPORATION FINANCE
Mail Stop 4720
        June 22, 2009   John G. Stumpf President and Chief Executive Officer Wells Fargo & Company 420 Montgomery Street San Francisco, CA 94163

Re: Wells Fargo & Company
 Form 10-K for Fiscal Year Ended December 31, 2008   and Documents Incorporated by Reference  Form 8-K filed April 22, 2009  Form 10-Q for Fiscal Quarter Ended March 31, 2009
File No. 001-02979

Dear Mr. Stumpf:

We have reviewed your filings and have the following comments.  Where
indicated, we think you should re vise your documents in response to these comments.  If
you disagree, we will consider your explanation as to why our comments are inapplicable
or a revision is unnecessary.  Please be as detailed as necessary in your explanation.  In some of our comments, we may ask you to provi de us with information so we may better
understand your disclosure.  After reviewing th is information, we may raise additional
comments.   Please understand that the purpose of our re view process is to assist you in your
compliance with the applicable disclosure  requirements and to  enhance the overall
disclosure in your filing.  We look forward to  working with you in these respects.  We
welcome any questions you may have about our comments or any other aspect of our review.  Feel free to call us at the telephone numbers listed at the end of this letter.
 Form 10-K for Fiscal Year Ended December 31, 2008

 Critical Accounting Policies

 Pension Accounting, page 45 of Annual Report to Shareholders

 1. On page 46, you disclose the difference betw een your expected rate of return and
actual rate of return on plan assets will increase your 2009 pension expense by

John G. Stumpf
Wells Fargo & Company
June 22, 2009 Page 2
$600 million due to higher actuarial loss am ortization combined with a lower rate
of return component of pension expense.  On page 150, you disclose that the net actuarial loss for the defined benefit pe nsion plans that will be amortized from
accumulated other comprehensive income into  net periodic benefit cost in 2009 is
$430 million.  Please tell us and consider revising future filings to explain why the two numbers above are different.  Al so, please clarify what you mean when
you refer to a lower rate of return co mponent of pension expense since you
disclose that your expected rate of retu rn for 2009 is 8.75% which is the same as
2008 and 2007.
 2. Please revise future filings to pr ovide additional information on how you
determine your expected long-term rate of  return on plan assets.  For example,
discuss the extent to which your determin ation is based on quantified calculations
versus qualitative factors, discuss the exte nt you use historical returns, disclose
the number of years of returns you consid er, explain why you believe that number
of years is appropriate, disclose if you have changed the number of years included
in your analysis, discuss how sensitive your determination is to more recent
experience and expectations of future returns, etc.
 3. Please revise future filings to provide more specific details regarding the information on which you relied to decr ease the discount rate in 2008.  For
example, specifically discuss the in formation you reviewed which showed
increased interest rates/ yield curves in 2008 since high quality bond interest
rates/yield curves decreased during 2008.
 Guarantees and Certain Contingent Arrangements

 Prudential Joint Venture, page 57 of Annual Report to Shareholders

 4. We have the following comments related to the accounting fo r the noncontrolling
interest in WSFH:  a. Please tell us how you measured the nonc ontrolling interest in WSFH in your
purchase accounting.  Please provide all pe rtinent facts and circumstances that
impacted your accounting determinations and identify the supporting accounting guidance.
 b. Please tell us and revise future filings to disclose the date that Prudential announced its intention to exercise the lookback put option.  If the date was
prior to your acquisition of Wachovia, please tell us how you considered the
appropriate measurement and presenta tion related to this event in your
purchase accounting.

John G. Stumpf
Wells Fargo & Company
June 22, 2009 Page 3   Risk Management

 Credit Risk Management Process, page  59 of Annual Report to Shareholders

5. You disclose that you use appraisals or  automated valuation models to support
property values during your underwriting pro cess.  Please revise future filings to
provide additional information regardi ng automated valuation models.  For
example, please describe how automated valuation models work, explain the key
advantages and risks related to automa ted valuation models as compared to
appraisals, and provide an estimate of the extent to which you use automated
valuation models as compared to appraisals.
 Table 15: Home Equity Portfolios, page 60 of Annual Report to Shareholders

6. Please revise future filings to disclose how you determined the loss rate for 2008.
 Table 16: Pick-a-Pay Portfolio, page 62 of Annual Repor t to Shareholders

 7. Please revise future filings to disclose how you determine collateral values for
your current LTV ratio as disclosed in footnote 2.

Note 1: Summary of Significant Accounting Policies

Nonmarketable Equity Securities, page  94 of Annual Report to Shareholders

8. Please revise future filings to disclose the criteria you use to determine whether a
nonmarketable equity security falls with in the scope of the AICPA Investment
Company Audit Guide.
 Note 2: Business Combinations, page  100 of Annual Report to Shareholders

 9. Please revise future filings to disclose the amount of goodwill that is expected to
be deductible for tax purposes.  Refer to paragraph 52(c)(1) of SFAS 141.

Note 5: Securities Available for Sale, page 104 of Annual Report to Shareholders

10. Due to the unfavorable trend and significant amount of unrealized losses on securities available for sale and the un certainty that these losses may reasonably
expect to have on your net income, please consider revising future filings here or in the MD&A to disclose additional information, focusing on the higher risk securities, to allow an invest or to make an informed assessment of this risk.  For
example, you currently disclose that appr oximately 75% of private collateralized
mortgage obligations were AAA-rated by at least one major rating agency.

John G. Stumpf
Wells Fargo & Company
June 22, 2009 Page 4
However, we believe your disclosure s hould focus on the other 25% of securities
not AAA-rated which are the riskier secu rities from an other-than-temporary
impairment standpoint.  As such, plea se consider disclosing the amount of
unrealized loss and fair value by security type by the lowest credit rating by at
least one major rating agency.  We believe disclosure of this level of detail is
consistent with the guidance in paragraph 39 of FSP FAS 115-2 and FAS 124-2 and Item 303 of Regulation S-K.
 11. Please tell us the amount of securities avai lable for sale by security type with at
least one credit rating below investment  grade by a major rating agency.  For
these securities, please tell us and revise fu ture filings to describe in greater detail
how you determined that you believe that it is probable that you will be able to collect all contractually due principa l and interest on these securities.

Note 8: Securitizations and Variable Interest Entities, page 111 of Annual Report to
Shareholders

12. Please tell us, and revise to disclose in  future filings, the reason you exclude the
identified items in the last paragraph on page 111 from the disclosures of your
significant continuing involve ment with QSPEs and unconsolidated VIEs.  We
also note similar disclosure on page 56.
 13. Please revise future filings to provide additional information to provide context to your disclosure of retained mortgage-back ed securities in th e last paragraph on
page 113.  It is unclear if this informa tion relates to the sensitivity disclosure
immediately preceding it or to some other disclosure.  Also, disclose if these securities are included in the summary table of your involvement with QSPEs on page 112.  If not, please explain why you exclude it.
 Money Market Funds, page 117 of Annual Report to Shareholders

14. We note that you entered into capital s upport agreements in 2008 to support the
value of certain investments held by your money market funds and that you
purchased a SIV from a money market fund in the third quarter of 2008.  Please revise future filings to provide information to investors to understand the primary reasons you provide this support.
 Credit-Linked Note Structures, page 117 of Annual Repor t to Shareholders

15. Please revise future filings to describe how your credit-linked note structures, which you design for your clients, genera te regulatory capital for you.  Clarify
whether your disclosure is meant to indicate that the business purpose of these notes is to generate regulatory capital.

John G. Stumpf
Wells Fargo & Company
June 22, 2009 Page 5   Note 9: Mortgage Banking Activities, pa ge 119 of Annual Report to Shareholders

 16. Please revise future filings to disclose the amount of contractually specified servicing fees, late fees, and ancillary fees earned for each period presented.
Refer to paragraph B8.c of FSP No. FAS 140-4 and FIN 46(R)-8.
 17. Please revise future filings to disclose the risk characteristics of the underlying
financial assets used to stratify recogn ized servicing assets for purposes of
measuring impairment in accordance with paragraph 63 of SFAS 140.  Refer to paragraph B10.c of FSP No. FAS 140-4 and FIN 46(R)-8.
 Note 15: Guarantees and Legal Actions, page 126 of Annual Report to Shareholders

 18. We note you may use internal credit default grades to determine the current status
of risk of payment or performance for your guarantees and cr edit derivatives.
Please revise future filings to disclose how those internal grades are determined and used for managing risk.  Refer to paragraph 5a and 7 of FSP No. FAS 133-1 and FIN 45-4.
 Note 16: Derivatives

 Credit Derivatives, page 134 of Annual Report to Shareholders

 19. Please consider revising future filings to separately disclose the fair value related to credit protection sold a nd credit protection purchased.
 Note 18: Preferred Stock, page 144 of Annual Report to Shareholders

 20. We note your disclosure of the assumpti ons used in your valuation model to
measure the fair value of the warrants issued to the Treasury.  Please revise future filings to disclose the methodology (e.g., Bl ack-Scholes model) used to measure
the fair value.
 Item 11. Executive Compensation

 Outstanding Equity Awards at Fiscal Yea r-End, page 75 of Definitive Proxy Statement
on Schedule 14A
 21. It appears that this table currently disc loses the vesting dates of only the options
granted in fiscal year 2008.  Ho wever, the vesting dates of all
 outstanding options,
shares of stock and equity incentive plan awards held at fis cal-year end must be
disclosed by footnote.  Please provide th e staff with proposed revised disclosure

John G. Stumpf
Wells Fargo & Company
June 22, 2009 Page 6
and confirm that you will revise future f ilings accordingly.  Refer to Instruction 2
to Item 402(f)(2) of Regulation S-K.
 Item 13. Certain Relationships and Related Transactions, and Di rector Independence

 Related Person Transactions, page 37 of Definitive Proxy Statement on Schedule 14A

 22. It appears that certain executives may have received loans on terms more
favorable than those available to pers ons unrelated to the lender; however, you
indicate that these loans ar e not disclosed because “they are generally available on
the same terms to all team members and do not give preference to the executive
officers over other team members.”  Pl ease note, however, that employees are
considered related to the lender by virtue of their employment relationship.  See Question 130.05 of the Compliance & Disclosu re Interpretations of
Regulation S-K.  Therefore, with respect to any loans made to a related person, as
defined by Instruction 1 to Item 404(a), with  terms that are generally available to
all employees, but that are more favora ble than those available to persons
unrelated to the lender, please provide to the staff the information required by Item 404(a)(5) of Regulation S-K since a ny such loans would not fall within the
ambit of Instruction 4.c.ii. to Item 404(a ) of Regulation S-K.  In addition, please
provide such disclosure in future filings.
 Signatures

 23. Please refer to comment 56 in our letter dated November 12, 2008.  The
Form 10-K must be signed by the registrant ’s principal executive officer.  In the
future, please identify the individual deemed the principal executive officer.
 Appendix A, page A-1 of Defin itive Proxy Statement on Schedule 14A

 24. We note the statement in th e last paragraph on page A-1 that the information
contained in Appendix A is not deemed to  be filed pursuant to Sections 13(a),
13(c), 14 or 15(d) of the Exchange Ac t and is not deemed incorporated by
reference into the company’s Annual Report on Form 10-K.  Please provide us your basis for both of these determinations .  We note, in that regard, that the
information in Appendix A relates to the HRC’s review of the company’s
financial performance for purposes of de termining annual incentive compensation
for named executive officers.
 Form 8-K filed April 22, 2009

 25. On page 2 of your press release, you di sclose that the $40 billion of SOP 03-3
nonaccretable difference (credit write-dow ns) from the Wachovia acquisition is
the equivalent of approximately 190 basis poi nts of additional TCE.  To the extent

John G. Stumpf
Wells Fargo & Company
June 22, 2009 Page 7
you provide similar disclosure in future filings, please clarify for the reader why the amount of nonaccretable difference is relevant to TCE and how it provides for additional TCE.
 26. On page 2 of your press release, you di sclose that your ratio of nonperforming
loans to total loans was 1.25 at March 31, 2009, which is the lowest ratio among
large bank peers .  On page 33, you disclose that as  a result of the application of
SOP 03-3 to credit-impaired Wachovia loans, the nonperforming loans as a
percentage of total loans ratio cannot be compared to portfolios that do not
contain acquired credit-impaired loans.   Therefore, it appears that your
comparison of your ratio to your large ba nk peers may not be meaningful.  Please
reconsider comparing your  portfolio and ratios si gnificantly affected by the
application of SOP 03-3 to portfolios and ratios that do not contain, and are not
affected by, acquired credit-impaired loans.
 27. On page 12 of your press release, you disclose that you realigned your business
segments as a result of the Wachovia ac quisition.  In your future filings, please
consider disclosing how your reporting units are identified, how goodwill is allocated to the reporting units, and whet her there have been any changes to the
number of reporting units, or the manner in which goodwill was allocated.  If changes have taken place, please explain them.
 Form 10-Q for Fiscal Quarter Ended March 31, 2009

General
 28. Please tell us the extent to  which your first quarter results were impacted by the
early settlement of derivative contracts where the counterparty was AIG.  If your
results were impacted by such activities, please tell us and revise your future
filings to discuss the circumstances surrounding the settlements, quantify the
notional amount of the contracts involv ed, the amount of the gain or loss upon
early settlement, and iden tify the line item in which such amounts are presented.

Summary Financial Data, page 2

 29. You disclose “pre-tax pre-provision profit” in your su mmary table of fina

Mail Stop 4561

February 27, 2009
 Richard D. Levy  Executive Vice President and Controller  Wells Fargo & Company 420 Montgomery Street  San Francisco, California 94104
RE: Wells Fargo & Company
Form 8-K Filed January  28, 2009
File No. 001-02979
 Dear Mr. Levy,   We have completed our review of your Form 8-K and have no further comments
at this time.

Sincerely,    Kevin W. Vaughn Accounting Branch Chief

CORRESP
1
filename1.htm

corresp

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

Mail Stop 4561

February 2, 2009
 Richard D. Levy  Executive Vice President and Controller  Wells Fargo & Company 420 Montgomery Street  San Francisco, California 94104
RE: Wells Fargo & Company
Form 8-K
Filed January 28, 2009 File No. 001-02979

Dear Mr. Levy,
We have reviewed your filing and have the following comments.  Where
indicated, we think you should amend your document in response to these comments or provide information in a new Form 8-K.  If you disagree, we will consider your explanation as to why our comment is inapplicable or a revision is unnecessary.  Please be as detailed as necessary in your explanation.  In some of our comments, we may ask you to provide us with information so we may better understand your disclosure.  After reviewing this information, we may raise additional comments.     Please understand that the purpose of our review process is to assist you in your compliance with the applicable disclosure requirements and to enhance the overall disclosure in your filing.  We look forward to working with you in these respects.  We welcome any questions you may have about our comments or any other aspect of our review.  Feel free to call us at the telephone numbers listed at the end of this letter.   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 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.

Richard D. Levy
Wells Fargo & Company
February 2, 2009 Page 2
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:

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.
 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.
 c. Disclosure of the amount of non-performing loans acquired from Wachovia and excluded from the denominator of the calculation.  You may also wish to enhance your disclosure to provide a more fulsome discussion of why there is no associated allowance for loan losses for these loans.
 d. Given that the Wachovia acquisition closed on December 31, 2008, you may wish to provide disclosure of this metric excluding the Wachovia transaction to more clearly show the trends on the historical Wells Fargo results.  Additionally, you may wish to disclose the amount of nonperforming loans at Wachovia immediately prior to acquisition and trends experienced during the year and quarter.  Regardless of whether you choose to make such disclosures, you should provide a narrative to describe limitations of the metric to reflect the deteriorating credit quality actually experienced in the fourth quarter of 2008 at both Wells Fargo and Wachovia.
 2. We note your disclosure of total nonperforming assets and the ratio of nonperforming assets to total loans on page eight of your press release.  Similar to the points noted in comment one above, it appears that nonperforming assets exclude the nonperforming loans acquired from 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 these metrics, please revise to discuss the effect of the Wachovia transaction on these metrics.  The disclosures should provide similar information as the points noted in the comment above, and should make clear that notwithstanding the fact that the ratio of total nonperforming loans to total loans shows a 47% decrease from September

Richard D. Levy
Wells Fargo & Company
February 2, 2009 Page 3
30, 2008 to December 31, 2008 (1.53% at September 30 versus 1.04% at December 31st), problem loans are not decreasing, hence the substantial increase in provisions for loan losses recorded during the fourth quarter of 2008.
 3. We note your disclosure on page nine of your press release that loans acquired from Wachovia and accounted for under SOP 03-3 are still accruing at December 31, 2008.   We note the guidance in paragraph 6 of SOP 03-3 that indicates that recognition of income under SOP 03-3 is dependent on having a reasonable expectation about the timing and amount of cash flows expected to be collected.  The SOP notes that if the timing of either a sale of the loan into the secondary market or a sale of loan collateral in essentially the same condition as received upon foreclosure is indeterminate, the investor likely does not have the information necessary to compute the yield and should cease recognizing income on the loan.  Given the nature of the loans (substantially the Pick-a-Pay portfolio), the nature of current economic conditions and your disclosure on page eight that you will continue to hold more nonperforming assets on your balance sheet as it is currently the most economic option available, please tell us and revise to disclose how you determined that you can reasonably estimate the timing and amount of cash flows to be collected.
 4. We note your disclosure on page nine of your press release that you have excluded loans acquired from Wachovia and accounted for under SOP 03-3 from the 90 days past due and still accruing table due to the fact that these loans are not expected to negatively impact the income statement in future periods.  Please revise to provide additional detail for why you exclude these loans from the table considering that inclusion in the table would appear to meet the objective of the table and considering that loans 90 days or more past due that are well-secured and in the process of collection are similarly not expected to negatively impact the income statement in future periods but are included in the table.
 5. We note your disclosure of total nonperforming assets at December 31, 2008 ($9.0 billion) on page eight of your press release.  Please confirm that this metric contains the balance of Other Real Estate Owned acquired from Wachovia.  If not, please revise to include this amount in nonperforming assets or revise to clarify that this amount is excluded and provide an explanation.
 6. Please tell us and revise to describe why you do not include "Loans 90 Days or More Past Due and Still Accruing" as a subset of total nonperforming assets.  Please revise to describe each type of loan included in this category and differentiate them from nonperforming assets.
   Please respond to these comments within 10 business days or tell us when you will provide us with a response.  Your response letter should key your responses to our

Richard D. Levy
Wells Fargo & Company February 2, 2009 Page 4
 comments and provide any requested information.  Please file your letter on EDGAR as correspondence.  Please understand that we may have additional comments after reviewing your responses to our comments.   We urge all persons who are responsible for the accuracy and adequacy of the disclosure in the filing to be certain that the filing includes all information required under the Securities Exchange Act of 1934 and that they have provided all information investors require for an informed decision.  Since the company and its management are in possession of all facts relating to a company’s disclosure, they are responsible for the accuracy and adequacy of the disclosures they have made.     In connection with responding to our comments, please provide, in writing, a statement from the company acknowledging 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.
 In addition, please be advised that the Division of Enforcement has access to all information you provide to the staff of the Di vision of Corporation Finance in our review
of your filing or in response to our comments on your filing.      You may contact Michael Volley, Staff Accountant, at (202) 551-3437 or me at
(202) 551-3494 if you have questions regarding our comments.

Sincerely,    Kevin W. Vaughn Accounting Branch Chief

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    Howard I. Atkins

Senior Executive Vice President

Chief Financial Officer

    420 Montgomery Street

12th Floor

San Francisco, CA 94104

December 16, 2008

VIA EDGAR AND FACSIMILE

Todd K. Schiffman, Assistant Director

Division of Corporation Finance

Securities and Exchange Commission

Mail Stop 4561

Washington, D.C. 20549

    Re:

    Wells Fargo & Company

December 31, 2007 Annual Report on Form 10-K

September 30, 2008 Quarterly Report on Form 10-Q

Dear Mr. Schiffman:

Set forth below are supplemental responses by Wells Fargo & Company (“Wells Fargo”) to comments of
the Staff of the Division of Corporation Finance that were included in Wells Fargo’s November 17,
2008 response to the Staff’s comments included in correspondence dated November 12, 2008. In
dialogue with the Staff, Wells Fargo agreed to provide additional information, including proposed
disclosures to be included in Wells Fargo’s December 31, 2008 Annual Report on Form 10-K, with
respect to certain enumerated items. Such items are detailed below, and include, for your
reference, the Staff’s comments, Wells Fargo’s prior response and current supplemental response.

Wells Fargo Form 10-K for the year ended December 31, 2007

General

36. We note you proposed additional disclosure related to your sub-prime exposure in your
response to comment #1 in your letter dated December 12, 2007. We could not locate
disclosure in your December 31, 2007 Form 10-K or subsequent Forms 10-Q which provide
similar information. Considering the significant focus on sub-prime and alt-A exposure in
the current environment, please tell us in detail and revise your future filings to
quantitatively disclose in one section of your document your total company-wide exposure to
sub-prime and alt-A credit or other risk.

Todd Schiffman, Assistant Director

December 16, 2008

Page 2

November 17, 2008, response:

Consistent with our response to comment 34 above, we do not believe that the identification of
higher risk loans as either prime or non-prime is meaningful information in the context of how
Wells Fargo manages its business. We believe that a more focused presentation of specific loan
concentrations, such as our National Home Equity Group Portfolio table, is a more informative
disclosure and is indicative of the type of data we use in day-to-day management operations. We
stand ready to work with the Staff to aid investor understanding by developing additional
appropriate disclosures relating to higher risk loan portfolios.

Supplemental response:

Our two higher risk portfolios are the National Home Equity Group liquidating portfolio and the
“Pick-a-Payment” residential loan portfolio acquired from Wachovia. With respect to Wells Fargo’s
2008 Annual Report on Form 10-K, we will augment our discussion of specific loan concentrations and
include in one section of our report details related to those portfolios with higher risk loan
characteristics. We will include details with respect to our National Home Equity Group portfolio,
comparable to information presented in Table 13 on page 55 of Wells Fargo’s 2007 Annual Report. We
expect to further augment these disclosures with the following discussion of the “Pick-a-Payment”
portfolio as part of the pending transaction with Wachovia Corporation:

Our Pick-a-Payment loan portfolio, which we acquired as part of the Wachovia merger,
totaled $[ ] billion in unpaid balances and had a carrying value of $[ ] billion
at December 31, 2008. Pick-a-Payment loans are home mortgages on which the customer
has the option each month to select from among four payment options: (1) a minimum
payment as described below, (2) an interest-only payment, (3) a fully amortizing
15-year payment, or (4) a fully amortizing 30-year payment. Approximately [ ]% of
the Pick-a-Payment portfolio has payment options calculated using a monthly
adjustable interest rate; the rest of the portfolio is fixed rate.

Approximately 85% of the December 31, 2008, Pick-a-Payment loan portfolio was
originated under Wachovia’s “Quick Qualifier” program where the level of
documentation obtained from a prospective customer relative to income and assets was
determined based on data provided by the customer in their loan application. As a
result, loans in the “Quick Qualifier” program may have varying levels of income and
asset verification. The remaining 15% was originated with full documentation
(verified assets and verified income).

The minimum monthly payment for substantially all of our Pick-a-Payment loans is
reset annually. The new minimum monthly payment amount generally cannot exceed the
prior year’s payment amount by more than 7.5%. The minimum payment may not be
sufficient to pay the monthly interest due, and in those situations, a loan on which
the customer has made

Todd Schiffman, Assistant Director

December 16, 2008

Page 3

a minimum payment is subject to “negative amortization” where
unpaid interest is added to the principal balance of the loan. The amount of
interest
that has been added to a loan balance is referred to as “deferred interest.” Our
Pick-a-Payment customers have been fairly constant in their utilization of the
minimum payment option. Of our Pick-a-Payment customers, approximately [ ]% at
December 31, 2008, based on number of loans, had elected this option. At December
31, 2008, approximately [ ]% of Pick-a-Payment customers had elected the minimum
payment option in each of the past six months.

Deferral of interest on a Pick-a-Payment loan may continue as long as the loan
balance remains below a pre-defined principal cap, which is based on the percentage
that the current loan balance represents to the original loan balance. Loans with an
original loan-to-value (LTV) ratio equal to or below 85% have a cap of 125% and
these loans represent substantially all our Pick-a-Payment portfolio. Loans with an
original LTV ratio above 85% have a cap of 110 %. Pick-a-Payment loans on which
there is a deferred interest balance re-amortize (the monthly payment amount is
reset or “recast”) on the earlier of the date when the loan balance reaches its cap,
or the 10-year anniversary of origination. After the recast, the customer’s new
payment terms require that the loan be fully repaid by the end of the original loan
term. Based on assumptions of a flat rate environment, election of the minimum
payment option 100% of the time by all eligible customers and no prepayment of
balances, we would expect the following balance of loans to recast based on reaching
the cap, $[ ] million in 2009, $[ ] million in 2010, $[ ] million in 2011 and $[
] million in 2012. In addition, we would expect the following balance of ARM loans
having a payment change based on the contractual terms of the loan to recast: $[ ]
million in 2009, $[ ] million in 2010, $[ ] million in 2011 and $[ ] million in
2012.

Included in the Pick-a-Payment portfolio are loans accounted for under SOP 03-3 with
total unpaid principal balance of $[ ] million and a carrying value of $[ ]
million. Loans that we acquired from Wachovia with evidence of credit quality
deterioration since origination and for which it was probable at
acquisition that we will be unable to collect all contractually required payments were accounted
for under SOP 03-3. SOP 03-3 requires acquired impaired loans be recorded at fair
value and prohibits “carrying over” of valuation allowances in the initial
accounting for loans acquired in a transfer.

In stressed housing markets with declining home prices and increasing delinquencies,
the LTV ratio is a key metric in predicting future loan performance. Because SOP
03-3 accounting takes into account the estimated life of loan losses, we have also
included the ratio of the carrying amount to the current value of the loans.

Todd Schiffman, Assistant Director

December 16, 2008

Page 4

The following table provides information regarding the Pick-a-Payment portfolio at
December 31, 2008.

    December 31, 2008

    Non-SOP 03-3 loans

    SOP 03-3 loans

    Unpaid

    Carrying

    Outstanding

    principal

    Carrying

    amount

    balance (1)

    Current

    balance

    Current

    amount (1)

    to current

    Pick-a-Payment Portfolio

    (in millions)

    LTV ratio

    (in millions)

    LTV ratio

    (in millions)

    value ratio

    California

    $

    %

    $

    %

    $

    %

    Florida

    New Jersey

    Arizona

    Texas

    Other states

    Total Pick-A-Payment loans

    $

    $

    $

    (1)

    These amounts are included in loans on the balance sheet.

To maximize return and allow flexibility for customers to avoid foreclosure, we have
in place several loss mitigation strategies for our Pick-a-Payment loan portfolio. We
contact customers who are experiencing difficulty and may in certain circumstances
modify the terms of a loan to meet their needs while at the same time maximizing the
cash payments expected to be received on the loan. In circumstances where we make an
economic concession to a customer who is experiencing financial difficulty, which
would include reducing the interest rate to a below market rate for the loan, we
classify the restructured loans as a troubled debt restructuring (TDR).

We also have in place proactive steps to work with customers to refinance or
restructure their Pick-a-Payment loans into other loan products. Based on a
customer’s individual situation, we will customize an approach to refinance or
restructure their loan. The offers may include rate buy-downs and/or conversions into
FHA-insured loans, conversion into other conventional loans with no negative
amortization features, or origination of zero percent interest second lien loans. If
we believe these customers are experiencing financial difficulty and we make an
economic concession through the modification, we report these restructurings as TDRs.

We expect to continually reassess our loss mitigation strategies and may adopt
additional strategies in the future. To the extent that these strategies involve
making an economic concession to a customer experiencing financial difficulty, they
will be accounted for and reported as TDRs.

Pick-a-Payment loans in a delinquent status that have been modified are considered
nonperforming until six consecutive months of payments have been made, at which time
the loan moves to accruing status.

Todd Schiffman, Assistant Director

December 16, 2008

Page 5

Critical Accounting Policies

Process to Determine the Adequacy of the Allowance for Credit Losses, page 39

     41. Please revise your future filings to provide additional information regarding your
forecasting models used to measure losses inherent in consumer loans and some commercial small
business loans. Please describe your forecasting models in a level of detail sufficient to explain
and describe the systematic analysis and procedural discipline applied.

November 17, 2008, response:

In response to the Staff’s comment, we will revise our future filings to include the requested
information.

Supplemental response:

With respect to Wells Fargo’s 2008 Annual Report on Form 10-K, we expect to include the following
disclosure in Critical Accounting Policies — Process to Determine the Adequacy of the Allowance
for Credit Losses:

To measure losses inherent in consumer loans and some commercial small business
loans, we use loss models and other quantitative, mathematical techniques to
forecast losses. Each business group forecasts losses for loans as of the balance
sheet date over the estimated loss emergence period.

Each business group determines the model type and/or segmentation method that fits
the loss characteristics of its portfolios and provides the greatest level of
forecasting accuracy. We use both internally developed and vendor supplied roll
rate/net flow models. Roll rate/net flow models, vintage base-models and behavior
score models are often used for near-term loss projections as well as time
series/statistical trend models for longer term projections. As appropriate, the
business groups may attempt to achieve greater accuracy through segmentation by
sub-product, origination channel, vintage, loss type, geography, and other
predictive characteristics.

Models are independently validated and are reviewed by corporate credit personnel to
ensure that the model theory, assumptions, data, computational processes, reporting,
and end-user controls of the model are appropriate and well documented. In addition,
regulatory examiners review and perform detailed tests of our allowance processes.

Forecasted losses are compared with actual losses and this information is used by
management in order to develop an allowance that management believes adequate to
cover losses inherent in the loan portfolio as of the reporting date.

Todd Schiffman, Assistant Director

December 16, 2008

Page 6

     42. Please revise your future filings to quantify the portion of the allowance for credit
losses calculated for each of the three identified elements:

    A.

    pooled consumer and some commercial small business loans;

    B.

    non-impaired commercial loans, commercial real estate loans
and lease financing; and

    C.

    impaired commercial and commercial real estate loans that are
over $3 million and certain consumer, commercial and commercial real estate
loans whose terms have been modified in a troubled debt restructuring.

November 17, 2008, response:

In response to the Staff’s comment, we will revise our future filings to include the requested
information.

Supplemental response:

Due to the acquisition of Wachovia, we plan to increase the threshold for evaluation impairment for
certain nonaccrual commercial loans and commercial real estate loans from $3 million to $5 million,
at December 31, 2008.

With respect to Wells Fargo’s 2008 Annual Report on Form 10-K, we expect to include the following
disclosures in Critical Accounting Policies — Process to Determine the Adequacy of the Allowance
for Credit Losses:

At December 31, 2008, the portion of the allowance for credit losses estimated at a
pooled level for consumer loans and some segments of commercial small business loans
was $[ ] billion.

The portion of the allowance for commercial loans, commercial real estate loans and
lease financing was $[ ] billion at December 31, 2008.

We assess and account for as impaired certain nonaccrual commercial and commercial
real estate loans that are over $5 million and certain consumer, commercial and
commercial real estate loans whose terms have been modified in a troubled debt
restructuring. At December 31, 2008, we included $[ ] billion in the allowance
related to impaired loans.

     43. For any loans that are pooled to determine the allowance for credit losses, please revise
to disclose the basis for your groupings. Specifically, revise to disclose how you grouped
sub-prime, alt-A or any other relatively higher risk loans. If you group these loans with other
relatively lower risk loans, please tell us why you believe this policy is consistent with the
guidance in SAB 102 which states that loans with similar characteristics should be grouped
together in determining and measuring impairment under SFAS 5.

Todd Schiffman, Assistant Director

December 16, 2008

Page 7

November 17, 2008, response:

For those loans that are pooled to determine the allowance for credit losses, the basis for this
grouping is by product and/or business unit. As discussed with the Staff on
November 13, 2008, and consistent with our response to comments 34 and 36, we do not have a
consistent Company-wide definition of sub-prime or alt-A loans, nor do we manage our businesses in
accordance with these definitions. We believe that our basis for grouping loans is disaggregated to
a level that allows us to adequately determine and measure impairment under SFAS 5. We will
disclose in future filings this basis for our groupings.

W

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549

       DIVISION OF
CORPORATION FINANCE

Mail Stop 4561
November 20, 2008
  James M. Strother, Esq. Executive Vice President and General Counsel Wells Fargo & Company 420 Montgomery Street San Francisco, CA 94163
Re: Wells Fargo & Company
Amendment No. 1 to Registration Statement on Form S-4
Filed November 18, 2008  and Documents Incorporated by Reference
  File No. 333-154879

Dear Mr. Strother:

We have reviewed your filing and have the following comments.  Where indicated, we
think you should revise your document in response to these comments.  If you disagree, we will consider your explanation as to why our comment is inapplicable or a revision is unnecessary.  Please be as detailed as necessary in your explanation.  In some of our comments, we may ask you to provide us with information so we may better understand your disclosure.  After reviewing this information, we may raise additional comments.
Form S-4/A

General
 1. It appears, based on the materials supplementally provided to the staff in response to comment 2 in our letter dated November 12, 2008, that some projections provided by Wachovia to Wells Fargo included forecasts as to future earnings, including the fourth quarter of 2008.  Similarly, we note that Wac hovia provided projections to Wells Fargo’s
financial advisors, Goldman Sachs and Perella Weinberg.  We further note that Wachovia advised each financial advisor that the forecasts no longer reflected Wachovia’s best estimates of future financial performance.  Please disclose all material projections or advise the staff how you determined that these projections did not represent material, non-public information.
 2. Please disclose the existence of IRS Notice 2008-83, the particular terms and conditions, and how it impacts and is expected to impact the registrant going forward.  Include in this

James M. Strother, Esq.
Wells Fargo & Company
November 20, 2008 Page 2
disclosure the amount that, absent Notice 2008-83, Wachovia’s “net unrealized built-in losses” would need to exceed in order for Wells Fargo to lose any tax benefits under Section 382.  Please also disclose whether the Notice affected the timing of any tax benefits.
 3. In response to comment 3 in our letter dated November 12, 2008, you indicate that the tax consequences were considered prior to Wells Fargo’s offer to acquire Wachovia in an unassisted transaction.  Please include in the “Background of the Merger” section a brief discussion of the considerations given to the tax implications of a Wachovia deal.  Similarly, if the tax implications were a reason for Wells Fargo entering into the merger agreement, please disclose this in the section entitled “Wells Fargo’s Reasons for the Merger” on page 37.
 Unaudited Pro Forma Condensed Combined Financial Information

 Note 2: Accounting Policies and Financial Statement Classifications, page 65

 4. Please revise to describe in more detail the expected conforming adjustments to the accounting policies of both Wells Fargo and Wachovia which are in the process of being reviewed in detail.
 Exhibits

 Exhibit 5

 5. Counsel may not limit the legality opinion to only statutory law.  Please arrange for counsel to clarify that the opinion is based on statutory as well as all applicable provisions of the Delaware Constitution and reported judicial decisions interpreting these laws.
 *  *  *  *  *
As appropriate, please amend your registration statement in response to these comments.
You may wish to provide us with marked copies of the amendment to expedite our review.  Please furnish a cover letter with your amendment that keys your responses to our comments and provides any requested information.  Detailed cover letters greatly facilitate our review.  Please understand that we may have additional comments after reviewing your amendment and responses to our comments.
We urge all persons who are responsible for the accuracy and adequacy of the disclosure
in the filing to be certain that the filing includes all information required under the Securities Act of 1933 and that they have provided all information investors require for an informed investment decision.  Since the company and its management are in possession of all facts relating to a company’s disclosure, they are responsible for the accuracy and adequacy of the disclosures they have made.

James M. Strother, Esq.
Wells Fargo & Company
November 20, 2008 Page 3
Notwithstanding our comments, in the event the company requests acceleration of the
effective date of the pending registration statement, it should furnish a letter, at the time of such request, acknowledging that:   ‚ should the Commission or the staff, acting pursuan t to delegated authority, declare the filing
effective, it does not foreclose the Commission from taking any action with respect to the filing;
 ‚ the action of the Commission or the staff, acting pursuant to delegated authority, in declaring
the filing effective, does not relieve the company from its full responsibility for the adequacy and accuracy of the disclosure in the filing; and
 ‚ the company may not assert staff comments and the declaration of effectiveness as a defense in any proceeding initiated by the Commission or any person under the federal securities laws of the United States.
  In addition, please be advised that the Division of Enforcement has access to all information you provide to the staff of the Division of Corporation Finance in connection with our review of your filing or in response to our comments on your filing.
We will consider a written request for acceleration of the effective date of the registration
statement as confirmation of the fact that those requesting acceleration are aware of their
respective responsibilities under the Securities Act of 1933 and the Securities Exchange Act of 1934 as they relate to the proposed public offering of the securities specified in the above registration statement.  We will act on the request and, pursuant to delegated authority, grant acceleration of the effective date.
We direct your attention to Rules 460 and 461 regarding requesting acceleration of a
registration statement.  Please allow adequate time after the filing of any amendment for further review before submitting a request for acceleration.  Please provide this request at least two business days in advance of the requested effective date.
 You may contact Mike Volley, Staff Acc ountant, at (202) 551-3437 or Kevin Vaughn,
Accounting Branch Chief, at (202) 551-3494 if you have questions regarding comments on the financial statements and related matters.  Pleas e contact Matt McNair, Staff Attorney, at (202)
551-3583 or me at (202) 551-3491 with any other questions.

     S i n c e r e l y ,          Todd K. Schiffman
Assistant Director
 cc: By fax (212) 403-2000
Edward D. Herlihy, Esq.

James M. Strother, Esq.
Wells Fargo & Company November 20, 2008 Page 4   Lawrence S. Makow, Esq.  Wachtell, Lipton, Rosen & Katz

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     [Wachtell, Lipton, Rosen & Katz]

     November 21, 2008

     VIA EDGAR AND EMAIL

Matt McNair, Esq.

Division of Corporation Finance

Securities and Exchange Commission

Mail Stop 4561

Washington, D.C. 20549

     Re:

     Wells Fargo & Company

     Amendment No. 1 to Registration Statement on Form S-4

     Filed November 18, 2008

     and Documents Incorporated by Reference

     File No. 333-154879

Dear Mr. McNair:

               Set forth below are responses of Wells Fargo & Company (“Wells Fargo”) to the comments of the Staff of the Division of Corporation Finance that were set forth in your letter dated November 20, 2008 regarding Amendment No. 1 to Wells Fargo’s Registration Statement on Form S-4 (the “Registration Statement”). In connection with this letter responding to the Staff’s comments, we are filing Amendment No. 2 to the Registration Statement, and we have enclosed six courtesy copies of such Amendment No. 2 marked to show changes from the Registration Statement as filed on November 18, 2008.

               The Staff’s comments, indicated in bold, are followed by responses on behalf of Wells Fargo.

Matt McNair, Esq.

November 21, 2008

Page 2

Form S-4/A

General

     1.

     It appears, based on the materials supplementally provided to the staff in response to

     comment 2 in our letter dated November 12, 2008, that some projections provided by

     Wachovia to Wells Fargo included forecasts as to future earnings, including the fourth

     quarter of 2008. Similarly, we note that Wachovia provided projections to Wells Fargo’s

     financial advisors, Goldman Sachs and Perella Weinberg. We further note that Wachovia

     advised each financial advisor that the forecasts no longer reflected Wachovia’s best

     estimates of future financial performance. Please disclose all material projections or advise

     the staff how you determined that these projections did not represent material, non-public

     information.

     In response to the Staff's comment, we have revised the disclosure on pages 50-51 of the Form

     S-4.

     2.

     Please disclose the existence of IRS Notice 2008-83, the particular terms and conditions,

     and how it impacts and is expected to impact the registrant going forward. Include in this

     disclosure the amount that, absent Notice 2008-83, Wachovia’s “net unrealized built-in

     losses” would need to exceed in order for Wells Fargo to lose any tax benefits under Section

     382. Please also disclose whether the Notice affected the timing of any tax benefits.

     In response to the Staff's comment, we have revised the disclosure on pages 33-34 of the Form

     S-4.

     3.

     In response to comment 3 in our letter dated November 12, 2008, you indicate that the tax

     consequences were considered prior to Wells Fargo’s offer to acquire Wachovia in an

     unassisted transaction. Please include in the “Background of the Merger” section a brief

     discussion of the considerations given to the tax implications of a Wachovia deal.

     Similarly, if the tax implications were a reason for Wells Fargo entering into the merger

     agreement, please disclose this in the section entitled “Wells Fargo’s Reasons for the

     Merger” on page 37.

     In response to the Staff's comment, we have revised the disclosure on pages 33-34 of the Form

     S-4.

Unaudited Pro Forma Condensed Combined Financial Information

Note 2: Accounting Policies and Financial Statement Classifications, page 65

     4.

     Please revise to describe in more detail the expected conforming adjustments to the accounting

     policies of both Wells Fargo and Wachovia which are in the process of being reviewed in detail.

       In response to the Staff's comment, we have revised the disclosure on page 66 of the Form S-4.

Matt McNair, Esq.

November 21, 2008

Page 3

Exhibits

Exhibit 5

     5.

     Counsel may not limit the legality opinion to only statutory law. Please arrange for counsel

     to clarify that the opinion is based on statutory as well as all applicable provisions of the

     Delaware Constitution and reported judicial decisions interpreting these laws.

               In response to the Staff’s comment, counsel has clarified in its opinion, attached as Exhibit 5 to the Registration Statement, that the opinion is based on statutory as well as all applicable provisions of the Delaware Constitution and reported judicial decisions interpreting these laws.

* * * * * *

     Matt McNair, Esq.

November 21, 2008

Page 4

               Should any members of the staff have any questions regarding the foregoing, please feel free to contact the undersigned at (212) 403-1372. As discussed previously with the Staff, Wells Fargo is separately submitting an acceleration request (including the acknowledgments described on page 14 of the Staff’s comment letter) simultaneously herewith.

                                                                       Sincerely,

                                                                  /s/ Lawrence S. Makow

                                                                  Lawrence S. Makow

cc:       James M. Strother, Esq.

           Jane C. Sherburne, Esq.

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Wells Fargo & Company

420 Montgomery Street

San Francisco, California 94163

VIA EDGAR AND E-MAIL

Matt McNair

Division of Corporation Finance

Securities and Exchange Commission

Mail Stop 4561

Washington, D.C. 20549

     Re:

     Wells Fargo & Company Amendment No. 2 to Registration Statement

     on Form S-4 Filed November 21, 2008 and Documents Incorporated

     by Reference

     File No. 333-154789

Dear Mr. McNair:

               Wells Fargo & Company (the “Registrant”) hereby requests that the effectiveness under the Securities Act of 1933, as amended, of the above-captioned Registration Statement on Form S-4, as amended, be accelerated to 10:00 a.m. on November 21, 2008, or as soon thereafter as practicable.

               In connection with the foregoing request for acceleration of effectiveness, the Registrant hereby acknowledges the following:

     ·
     Should the Securities and Exchange Commission (the “Commission”) or the staff, acting pursuant to delegated authority, declare the filing effective, it does not foreclose the Commission from taking any action with respect to the filing;

     ·
     The action of the Commission or staff, acting pursuant to delegated authority, in declaring the filing effective, does not relieve the Registrant from its full responsibility for the adequacy and accuracy of the disclosure in the filing; and

     ·
     The Registrant may not assert staff comments and the declaration of effectiveness as a defense in any proceeding initiated by the Commission or any person under the federal securities laws of the United States.

               Please contact Lawrence S. Makow of Wachtell, Lipton, Rosen & Katz at (212) 403-1372 with any questions you may have concerning this request. In addition, please notify Mr. Makow when this request for acceleration has been granted.

                                                                                    Wells Fargo & Company

                                                                                By: /s/ Richard D. Levy

                                                                                           Richard D. Levy

                                                                                           Executive Vice President and

                                                                                           Controller

2

CORRESP
1
filename1.htm

Acceleration Request

 Wells Fargo & Company

 420 Montgomery Street

 San Francisco, California 94163

 November 21, 2008

 TRANSMITTED VIA EDGAR

 David Lyon

 Division of Corporate Finance

 Securities and Exchange Commission

 100 F Street NW

 Washington, DC 20549

Re:
Wells Fargo & Company Amendment No. 1 to Registration Statement on

Form S-4 to be Filed November 24, 2008 and Documents Incorporated by

Reference (File No. 333-153922)

 Dear Mr. Lyon:

 Wells Fargo & Company (the “Registrant”) hereby requests that the effectiveness under the Securities Act of 1933, as amended, of the
above-captioned Registration Statement on Form S-4, as amended, be accelerated to November 24, 2008, or as soon thereafter as practicable.

 In connection with the foregoing request for acceleration of effectiveness, the Registrant hereby acknowledges the following:

•

 Should the Securities and Exchange Commission (the “Commission”) or the staff, acting pursuant to delegated authority, declare the filing effective, it
does not foreclose the Commission from taking any action with respect to the filing;

•

 The action of the Commission or the staff, acting pursuant to delegated authority, in declaring the filing effective, does not relieve the Registrant from its full
responsibility for the adequacy and accuracy of the disclosure in the filing; and

•

 The Registrant may not assert the declaration of effectiveness as a defense in any proceeding initiated by the Commission or any person under the federal securities
laws of the United States.

 Please contact Kerri L. Klemz of Wells Fargo & Company at (612) 667-4652 with any
questions you may have concerning this request. In addition, please notify Ms. Klemz when this request for acceleration has been granted.

Sincerely,

Wells Fargo & Company

By

/s/ Richard D. Levy

Richard D. Levy

Executive Vice President and Controller

CORRESP
1
filename1.htm

   responseletter.htm -- Converted by SEC Publisher, created by BCL Technologies Inc., for SEC Filing

Wachtell, Lipton, Rosen & Katz

November 17, 2008

VIA EDGAR AND EMAIL

Matt McNair, Esq.

Division of Corporation Finance

Securities and Exchange Commission

Mail Stop 4561

Washington, D.C. 20549

Re:  Wells Fargo & Company

        Registration Statement on Form S-4

        Filed October 31, 2008

                  and Documents Incorporated by Reference

        File No. 333-154879

Dear Mr. McNair:

     Set forth below are responses of Wells Fargo & Company (“Wells Fargo”) and Wachovia Corporation (“Wachovia”) to the comments of the Staff of the Division of Corporation Finance that were set forth in your letter dated November 12, 2008 regarding Wells Fargo’s Registration Statement on Form S-4 (the “Registration Statement”), Wells Fargo’s Annual Report on Form 10-K for the year ended December 31, 2007 (the “Form 10-K”), Wells Fargo’s Quarterly Report on Form 10-Q for the Period ended September 30, 2008 (the “Wells Fargo Form 10-Q”) and Wachovia’s Quarterly Report on Form 10-Q for the Period ended September 30, 2008 (the “Wachovia Form 10-Q”). In connection with this letter responding to the Staff’s comments, we are filing Amendment No. 1 to the Registration Statement, and we have enclosed six courtesy copies of such Amendment No. 1 marked to show changes from the Registration Statement as filed on October 31, 2008.

Matt McNair, Esq.

November 17, 2008

Page 2

     As we have discussed with the Staff, time is of the essence in moving this transaction forward, and we currently expect to complete the transaction, subject to the terms and conditions of the merger agreement, promptly following the meeting of Wachovia stockholders. Accordingly, to the extent the Staff believes that any of our responses are not sufficient to permit moving ahead to declare the Form S-4 to be effective, we stand ready to work with you to resolve any such concerns as quickly as possible, and we would appreciate it if the Staff would let us know of any concerns at the earliest possible time.

     The Staff’s comments, indicated in bold, are followed by responses on behalf of Wells Fargo and Wachovia (with respect to the Registration Statement), by responses on behalf of Wells Fargo (with respect to the Form 10-K and the Wells Fargo Form 10-Q) and by responses on behalf of Wachovia (with respect to the Wachovia Form 10-Q).

Form S-4

General

     1.   Please provide any presentation, memo, report or other material provided to the boards of directors of Wells Fargo or Wachovia by either’s respective financial advisors with regard to the valuation or fairness of the transaction other than the opinion included in your registration statement.

     In response to the Staff’s comment, we advise the Staff that no presentation, memo, report or other material was provided to the boards of directors of Wells Fargo or Wachovia by either’s respective financial advisors with regard to the valuation or fairness of the transaction other than the opinions included in the registration statement.

     2.   Please tell the staff whether any projection, analysis or other material non-public information was provided by Wells Fargo to Wachovia. Also, please provide to the staff the projections provided by Wachovia to its financial advisors and to Wells Fargo. We note that Wells Fargo did not provide financial forecasts to Wachovia’s financial advisors.

     In response to the Staff’s comment, we advise the Staff that Wells Fargo did not provide any projection, analysis or other material non-public information to Wachovia. Projections provided by Wachovia to its financial advisors and to Wells Fargo are being furnished to the Staff supplementally.

     3.   We note numerous press articles describing the significance of IRS Notice 2008-83 relating to the treatment of deductions under section 382(h) of the Internal Revenue Code with respect to losses on loans after an ownership change of a bank. With a view toward providing greater transparency in your document, please address the following regarding that interpretation:

Please provide us with a summary of the incremental impact of this IRS Notice in relation to the merger transaction, including quantification of the tax benefits that would have resulted from the merger transaction based on the IRS guidance prior to the issuance of this IRS Notice compared to the tax benefits resulting from the merger transaction as computed based on this IRS Notice.

Matt McNair, Esq.

November 17, 2008

Page 3

     The Staff is supplementally advised that IRS Notice 2008-83 did not have a direct incremental impact on the financial statements. Although Wachovia’s total losses were forecast to be large, at the time of signing of the definitive agreement our internal estimate of Wachovia’s “net unrealized built-in loss” (i.e., the amount of Wachovia’s total losses that would be subject to limitation under Section 382 of the Code following the transaction) was relatively small at approximately $3 billion. Contemporaneous internal estimates of the value of the Wachovia’s stock (including its outstanding preferred stock) resulted in an expected Section 382 limitation of approximately $1 billion per year. Accordingly, even in the extremely unlikely worst case scenario in which all of Wachovia’s built in losses were realized within the first year following the transaction, under the basic statutory provisions of Section 382 and without regard to Notice 2008-83, Wells Fargo would be able to use all such losses in excess of $3 billion immediately, and the $3 billion of such losses that would be subject to limitation under Section 382 would be used $1 billion per year in each of the first, second and third years following the merger. Wachovia’s “net unrealized built-in loss” is not, however, a static number and cannot ultimately be determined until closing. Absent Notice 2008-83, Wachovia’s “net unrealized built-in losses” would need to exceed $21 billion in order to lose any tax benefits under Section 382. We currently do not expect Wachovia’s “net unrealized built-in loss” to exceed $21 billion at closing.

Please tell us how this IRS notice impacted your decision making process to make an offer to Wachovia on October 2, 2008 after informing Wachovia that you were not prepared to make an offer on September 28, 2008.

     The Staff is supplementally advised that the financial impact of the change reflected in the IRS notice was itself not a major factor in causing Wells Fargo to reconsider its willingness to ultimately make an offer for Wachovia on an unassisted basis. During the weekend of September 27/28, in which events were moving extremely fast in a highly compressed timeframe, Wells Fargo ultimately concluded that it had not had an opportunity to conduct asset due diligence that was sufficient to support the risk of making an offer to engage in a transaction in the absence of some kind of risk-sharing with the FDIC. Wells Fargo then engaged in several discussions with the FDIC about the nature and extent of such an “assisted transaction” involving such a risk-sharing arrangement. At that time, there was a primary focus on various loss risk allocation scenarios and the potential financial impact of those scenarios on Wells Fargo, and less of a focus on the effect of an assisted transaction from a tax standpoint (including the fact that under pre-existing law, an acquiror in a government-assisted bank acquisition is generally not permitted to carry forward any built-in losses of the target). After the public announcement regarding a letter of intent for a potential transaction involving Citigroup, the disclosure of the IRS notice contributed to Wells Fargo re-focusing on the issue of limitations under Section 382 generally. As a result of this further review, Wells Fargo concluded that the availability of tax benefits related to built-in losses at Wachovia under pre-existing law made a traditional, unassisted acquisition more financially attractive relative to an assisted transaction than had previously been believed. While the IRS notice served to help stimulate this further analysis, under the circumstances the additional economic benefit from the change reflected in the IRS notice itself was modest. In addition, the tax analysis was one of several factors that helped Wells Fargo conclude that it could make an offer on an unassisted basis; additional time to perform further analysis helped Wells Fargo to better estimate the risk inherent in various Wachovia businesses and assets and the likely range of ultimate cost to Wells Fargo.

Matt McNair, Esq.

November 17, 2008

Page 4

Please provide us with an analysis of the impact of this IRS notice on the pro forma results of operations of the combined company and your internal rate of return goal as noted in the third bullet point on page 47.

     As noted above the issuance of the notice did not have any material impact on the pro forma results of operations of the combined company, other than added assurance that tax benefits resulting from any losses would not be limited as to the timing of the recognitions of any such tax benefit.

     4.   Please file all exhibits, including drafts of your legality and tax opinions, with your next amendment; providing them as soon as practicable will permit for an expedited review of the materials.

     In response to the Staff’s request, we have filed all exhibits with the amended Form S-4 and certain of the exhibits have previously been provided to the Staff supplementally.

     5.   The Forms 10-Q and 8-K filed October 30, 2008 disclose Treasury’s $25 billion investment in Wells Fargo pursuant to the Capital Purchase Program and the issuance of warrants to purchase approximately 110.3 million shares of Wells Fargo common stock. We note that Capital Purchase Program participants are subject to certain restrictions with respect to executive compensation. Please revise the registration statement, where appropriate, to briefly summarize the restrictions on compensation applicable to Wells Fargo as a result of its participation in the Capital Purchase Program.

     In response to the Staff's comment, we have added additional disclosure on page 18 of the Form S-4.

     6.   We note the disclosure on page 46 that, in agreeing to the merger, Wachovia took into account the fact that “Wells Fargo’s credit rating will be a substantial strength for the combined company in terms of funding and liquidity.” However, recent reports have indicated that Wells Fargo’s credit rating may be downgraded. Please briefly disclose, where appropriate, the impact a credit rating downgrade may have on the combined company’s funding and liquidity and whether a downgrade would cause Wells Fargo, or the combined company, to violate any debt covenants. Please also disclose whether Wachovia’s board, despite any impact a downgrade might have, would continue to consider Wells Fargo’s credit rating to be a substantial strength to the combined company.

     In response to the Staff’s comment, we have added additional disclosure on pages 20 and 37 of the Form S-4. We supplementally advise the Staff that a reasonably possible credit rating downgrade would not otherwise significantly impact the combined company's funding or liquidity or cause the violation of any debt covenants.

     7.   The risk factor discussion must immediately follow the summary section. Please revise accordingly. Refer to Item 503(c) of Regulation S-K.

     In response to the Staff’s comment, we have revised the Form S-4 so that the risk factor discussion immediately follows the summary section.

Matt McNair, Esq.

November 17, 2008

Page 5

     8.   You qualify the summaries of certain documents, such as the merger agreement and fairness opinion, by referencing the individual documents. Where you do this, please indicate that they are summaries of the material terms.

     In response to the Staff’s comment, we have revised the disclosure on pages 43, 49, 55 and 73 of the Form S-4.

Prospectus Cover Page

     9.   Please state the title and amount of securities to be offered. Refer to Item 501(b)(2) of Regulation S-K.

     In response to the Staff’s comment, we have added the title and amount of securities to be offered on the Prospectus cover page.

     10.  Please identify the trading symbol of the securities to be offered. We note this is disclosed elsewhere in the document. Refer to Item 501(b)(4) of Regulation S-K.

     In response to the Staff’s comment, we have added the trading symbol of the securities to be offered on the Prospectus cover page.

Summary

General

     11.  Please revise the preamble to state that it highlights “the material” information, not “selected” from the document.

     In response to the Staff’s comment, we have revised the disclosure on page 6 of the Form S-4.

Opinions of Wachovia’s Financial Advisors, page 8

     12.  Please revise this section to describe the method of selection of Perella Weinberg. Refer to Item 1015(b)(3) of Regulation M-A.

     In response to the Staff’s comment, we have revised the disclosure on page 50 of the Form S-4.

     13.  Please revise this section to disclose any material relationship that existed during the past two years, or is mutually understood to be contemplated, and any compensation received or to be received as a result of the relationship between the financial advisors and Wachovia and/or Wells Fargo. Refer to Item 1015(b)(4) of Regulation M-A. Alternatively, confirm that no such relationships existed.

     In response to the Staff’s comment, we have revised the disclosure on pages 44 and 50 of the Form S-4.

Wachovia’s Directors and Executive Officers May Receive Additional Benefits ..., page 8

Matt McNair, Esq.

November 17, 2008

Page 6

     14.  Please disclose the approximate total dollar amount that will be paid to Wachovia directors and executive officers as a result of the merger. We note the disclosure beginning on page 59.

     In response to the Staff’s comment, we have revised the disclosure on page 8 of the Form S-4.

Unaudited Pro Forma Condensed Combined Financial Information, page 18

     15.  You disclose that the unaudited pro forma information does not give effect to the Wachovia preferred stock issued to Wells Fargo in connection with the merger. Please revise to disclose the date the preferred stock was issued and to clarify that this transaction would get eliminated in the pro forma presentation.

     In response to the Staff’s comment, we have disclosed the date on which the Wachovia preferred stock was issued to Wells Fargo in connection with the merger and clarified that this transaction would be eliminated in the pro forma presentation on pages 59 and 63 of the Form S-4.

     16.  We note your disclosure in footnote 1 on page 20 that total stockholders’ equity does not reflect the $25 billion in securities issued to the US Treasury Department. Given the significance of the transactions with the US Treasury Department, please tell us why you do not believe it would be appropriate and more transparent to provide a separate column in the financial statements illustrating the impact of the securities issued to the U.S. Treasury Department on total stockholders’ equity, net income available to common stockholders, earnings per common share, diluted earnings per common share, and diluted average common shares outstanding.

     In response to the Staff’s comment, we have revised the unaudited pro forma condensed combined financial information to illustrate both the impact of the securities issued to the U.S. Treasury Department on October 28, 2008 and our common stock offering on November 6, 2008.

Note 5: Pro Forma Adjustments, page 24

17.  We have the following comments related to Balance Sheet Adjustment B:

A. Please revise

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549

       DIVISION OF
CORPORATION FINANCE

Mail Stop 4561
November 12, 2008
  James M. Strother, Esq. Executive Vice President and General Counsel Wells Fargo & Company 420 Montgomery Street San Francisco, CA 94163
Re: Wells Fargo & Company
Registration Statement on Form S-4
Filed October 31, 2008  and Documents Incorporated by Reference
  File No. 333-154879

Dear Mr. Strother:

We have reviewed your filing and have the following comments.  Where indicated, we
think you should revise your document in response to these comments.  If you disagree, we will consider your explanation as to why our comment is inapplicable or a revision is unnecessary.  Please be as detailed as necessary in your explanation.  In some of our comments, we may ask you to provide us with information so we may better understand your disclosure.  After reviewing this information, we may raise additional comments.
Please understand that the purpose of our review process is to assist you in your
compliance with the applicable disclosure requirements and to enhance the overall disclosure in your filing.  We look forward to working with you in these respects.  We welcome any questions you may have about our comments or any other aspect of our review.  Feel free to call us at the telephone numbers listed at the end of this letter.   Form S-4

 General

 1. Please provide any presentation, memo, report or other material provided to the boards of directors of Wells Fargo or Wachovia by either’s respective financial advisors with regard to the valuation or fairness of the transaction other than the opinion included in your registration statement.

James M. Strother, Esq.
Wells Fargo & Company November 12, 2008
Page 2   2. Please tell the staff whether any projection, analysis or other material non-public information was provided by Wells Fargo to W achovia.  Also, please provide to the staff
the projections provided by Wachovia to its financial advisors and to Wells Fargo.  We note that Wells Fargo did not provide financial forecasts to Wachovia’s financial advisors.
 3. We note numerous press articles describing the significance of IRS Notice 2008-83 relating to the treatment of deductions under section 382(h) of the Internal Revenue Code with respect to losses on loans after an owners hip change of a bank.  With a view toward
providing greater transparency in your document, please address the following regarding that interpretation:

• Please provide us with a summary of the incremental impact of this IRS Notice in relation to the merger transaction, including quantification of the tax benefits that would have resulted from the merger transaction based on the IRS guidance prior to the issuance of this IRS Notice compared to the tax benefits resulting from the merger transaction as computed based on this IRS Notice.

• Please tell us how this IRS notice impacted your decision making process to make an offer to Wachovia on October 2, 2008 after informing Wachovia that you were not prepared to make an offer on September 28, 2008.

• Please provide us with an analysis of the impact of this IRS notice on the pro forma results of operations of the combined company and your internal rate of return goal as noted in the third bullet point on page 47.
 4. Please file all exhibits, including drafts of your legality and tax opinions, with your next amendment; providing them as soon as practicable will permit for an expedited review of the materials.
 5. The Forms 10-Q and 8-K filed October 30, 2008 disclose Treasury’s $25 billion investment in Wells Fargo pursuant to the Capital Purchase Program and the issuance of warrants to purchase approximately 110.3 million shares of Wells Fargo common stock.  We note that Capital Purchase Program participants are subject to certain restrictions with respect to executive compensation.  Please revise the registration statement, where appropriate, to briefly summarize the restrictions on compensation applicable to Wells Fargo as a result of its participation in the Capital Purchase Program.
 6. We note the disclosure on page 46 that, in agreeing to the merger, Wachovia took into account the fact that “Wells Fargo’s credit rating will be a substantial strength for the combined company in terms of funding and liquidity.”  However, recent reports have indicated that Wells Fargo’s credit rating may be downgraded.  Please briefly disclose, where appropriate, the impact a credit rating downgrade may have on the combined company’s funding and liquidity and whether a downgrade would cause Wells Fargo, or

James M. Strother, Esq.
Wells Fargo & Company November 12, 2008
Page 3
the combined company, to violate any debt covenants.  Please also disclose whether Wachovia’s board, despite any impact a downgrade might have, would continue to consider Wells Fargo’s credit rating to be a substantial strength to the combined company.
 7. The risk factor discussion must immediatel y follow the summary section.  Please revise
accordingly.  Refer to Item 503(c) of Regulation S-K.
 8. You qualify the summaries of certain documents, such as the merger agreement and fairness opinion, by referencing the individual documents.  Where you do this, please indicate that they are summaries of the material terms.
 Prospectus Cover Page

 9. Please state the title and amount of securities to be offered.  Refer to Item 501(b)(2) of Regulation S-K.

10. Please identify the trading symbol of the securities to be offered.  We note this is
disclosed elsewhere in the document.  Refer to Item 501(b)(4) of Regulation S-K.
 Summary

 General

 11. Please revise the preamble to state that it highlights “the material” information, not “selected” from the document.
 Opinions of Wachovia’s Financial Advisors, page 8

 12. Please revise this section to describe the method of selection of Perella Weinberg.  Refer to Item 1015(b)(3) of Regulation M-A.

13. Please revise this section to disclose any material relationship that existed during the past
two years, or is mutually understood to be contemplated, and any compensation received or to be received as a result of the relationship between the financial advisors and Wachovia and/or Wells Fargo.  Refer to Item 1015(b)(4) of Regulation M-A.  Alternatively, confirm that no such relationships existed.
 Wachovia’s Directors and Executive Officers Ma y Receive Additional Benefits …, page 8

 14. Please disclose the approximate total dollar amount that will be paid to Wachovia directors and executive officers as a result of the merger.  We note the disclosure beginning on page 59.

James M. Strother, Esq.
Wells Fargo & Company November 12, 2008
Page 4  Unaudited Pro Forma Condensed Combined Financial Information, page 18

 15. You disclose that the unaudited pro forma information does not give effect to the Wachovia preferred stock issued to Wells Fargo in connection with the merger.  Please revise to disclose the date the preferred stock was issued and to clarify that this transaction would get eliminated in the pro forma presentation.
 16. We note your disclosure in footnote 1 on page 20 that total stockholders’ equity does not reflect the $25 billion in securities issued to the US Treasury Department.  Given the significance of the transactions with the US Treasury Department, please tell us why you do not believe it would be appropriate and more transparent to provide a separate column in the financial statements illustrating the impact of the securities issued to the U.S. Treasury Department on total stockholders’ equity, net income available to common stockholders, earnings per common share, diluted earnings per common share, and diluted average common shares outstanding.
 Note 5: Pro Forma Adjustments, page 24

 17. We have the following comments related to Balance Sheet Adjustment B:  a. Please revise to disclose how you determined if a loan was in the scope of SOP 03-3 for purposes of these pro forma adjustments.
 b. Please revise to disclose the total amount of loans in the scope of SOP 03-3, which resulted in the pro forma adjustment presented.
 c. Please revise to disclose how you determined the amount recognized under SOP 03-3.

d. Please revise to disclose the estimated amount of accretable yield for loans in the scope of 03-3.

e. Please revise to provide a narrative discussion of the reasons the SOP 03-3 adjustment of $39.2 billion is so much greater than the $10.4 billion existing allowance for loan losses for loans subject to SOP 03-3 as disclosed in Balance Sheet Adjustment C.  Identify the respective accounting bases used for each adjustment.
 18. Please tell us in detail
 and revise to briefly disclose how you determined the amount of
existing allowance for loan losses for loans subject to SOP 03-3 as disclosed in Balance Sheet Adjustment C.
 19. Please tell us and revise to disclose why the $10.9 billion of identifiable intangibles included in Balance Sheet Adjustment F does not agree to the amount of identifiable intangibles used in allocation of the pro forma purchase price in Note 8.

James M. Strother, Esq.
Wells Fargo & Company November 12, 2008
Page 5  20. Please revise to disclose the expected useful lives and the expected amortization methods used for the identifiable intangibles noted in Balance Sheet Adjustment F.
 21. Please revise to provide additional detail related to the fair value adjustments of $4.4 billion to Other Assets disclosed in Balance Sheet Adjustment F.
 22. Please revise to provide additional detail related to your increase in deferred tax assets of $13.0 billion disclosed in Balance Sheet Adjustment F.
 23. Related to Balance Sheet Adjustment G, as well as Adjustment B, your disclosures seem to imply that you adjust the values to fair value and then make an additional adjustment to reverse prior purchase accounting adjustments.  If true, please revise to clarify that your reversal of prior purchase accounting adjustments combined with the other adjustments result in the interest-bearing deposits and loans being recorded at fair value.
 24. Please revise to disclose the amount of estimated exit reserves recorded in Balance Sheet Adjustment H.  If the amount is different than the amount disclosed in Note 3 on page 23, please revise to explain the difference.
 25. Please revise to provide additional detail in your description of Balance Sheet Adjustment J to allow an investor to understand how the amount of the adjustment for Common Stock and Additional Paid-In Capital were calculated.
 26. Please revise to disclose why an income statement pro forma adjustment similar to M is not needed for the pro forma statement of income for the nine months ended September 30, 2008.
 27. Please revise to delete income statement adjustments O and P as it is not appropriate to make adjustments to remove charges from the historical financial statements of the acquirer or the target.  In lieu of making adjustments to the pro forma financial statements for these items, you may provide appropriate clarifying disclosure in the footnotes to the pro forma financial statements.
 28. Please revise to disclose the primary reasons for the difference between your consolidated effective tax rate and the statutory federal income tax rate for the periods presented as noted in Income Statement Adjustment R.  Consider providing this information quantitatively.
 Note 8: Preliminary Purchase Accounting Allocation, page 27

 29. Please revise to separately quantify the estimated direct costs of the business combination and to confirm in your disclosure that all such costs are properly included as part of the pro forma purchase price.

James M. Strother, Esq.
Wells Fargo & Company November 12, 2008
Page 6  The Merger

 Background of the Merger, page 37

 30. Please revise this section to disclose the reason(s) why discussions with the potential combination partner with which negotiations began on September 17 were terminated; explain whether it was Wachovia or the counterparty that ceased negotiations.  Where the potential merger transactions are discussed on pages 38 and 39, please also disclose the range of terms of those merger possibilities.  Also, please revise the second full paragraph on page 39 to disclose why discussions with the strategic investor ceased.
 Interests of Certain Wachovia Directors and Executive Officers in the Merger

 Robert K. Steel Agreement, page 60

 31. Using a hypothetical share price, please provide an example quantifying the amount Mr. Steel would receive upon exercising his options after the merger.
 Material U.S. Federal Income Tax Consequences, page 61

 32. The closing tax opinion that is referenced will not satisfy Item 601(b)(8) of Regulation S-K.  Please revise this section to discuss each material federal income tax consequence and indicate that it represents the opinion of counsel.  Remove inconclusive language such as “if the merger qualifies as a ‘reorganization’ within the meaning of Section 368(a) of the Code...” and include definitive language such as “will qualify.”  Assuming that you will use a short form opinion, Exhibit 8.1 may adopt the discussion in the prospectus as the opinion of counsel.

Where You Can Find More Information, page 120

33. You have elected to incorporate by reference all Exchange Act documents subsequently filed by Wells Fargo and Wachovia.  With respect to Wells Fargo filings, please revise to comply with Item 11(b)(3) of Form S-4.  With respect to Wachovia filings, please revise to comply with Item 11(b)(1) of Form S-4.  Furthermore, please revise this section to clearly state that filings made between the date of the initial registration statement and the date of effectiveness will be incorporated by reference.  Refer to Interpretation H.69 of the July 1997 CF Manual of Publicly Available Telephone Interpretations.
 Wells Fargo Form 10-K for the year ended December 31, 2007

 General

 34. Please tell us what the delinquency rate of prime loans held in your portfolio is and disclose this information in future filings.

James M. Strother, Esq.
Wells Fargo & Company November 12, 2008
Page 7   35. Please confirm that you will include a performance graph in future annual reports to shareholders.  Refer to Item 201(e) of Regulation S-K.
 36. We note you proposed additional disclosure related to your sub-prime exposure in your response to comment #1 in your letter dated December 12, 2007.  We could not locate disclosure in your December 31, 2007 Form 10-K or subsequent Forms 10-Q which provide similar information.  Considering th e significant focus on sub-prime and alt-A
exposure in the current environment, please tell us in detail and revise your future filings to quantitatively disclose in one section of your document your total company-wide exposure to sub-prime and alt-A credit or other risk.
 Financial Review – Overview, page 34

 37. You disclose that you recorded a “special” $1.4 billion provision to further build reserves for loan losses in 2007.  Please tell us the characteristics of this provision which you believe renders the provision “special” and tell us how you differentiate it from any previous or subsequent provisions were charact erized as “special.”  It is unclear how a
systematic process applied with procedural discipline over a period of time can result in a provision that can be characterized as “speci al.”  Please revise your future filings to
eliminate such references or tell us why you believe your process that results in “special provisions” is consistent with the guidance in SFAS 5 and 114 and related interpretations.
 38. You disclose that during 2007 you recorded a $324 million loss due to mortgage loans repurchased and an increase in the repurchase reserve for projected early payment defaults.  Please revise to disclose whether you repurchased the mortgage loans due to the standard representations and warranties you provide as

March 20, 2008

 Mail Stop 4561

Howard I. Atkins Senior Executive Vice Presiden t and Chief Financial Officer
Wells Fargo & Company 420 Montgomery Street San Francisco, CA 94104
Re: Wells Fargo & Company
Form 10-K for the Fiscal Year Ended December 31, 2006 Form 10-Q for the Fiscal Qu arter Ended September 30, 2007
Forms 8-K filed May 31, 2007, June 7, 2007, July 9, 2007 and November 7, 2007
 File No. 001-02979
 Dear Mr. Atkins:   We have completed our review of your Form 10-K and have no further comments
at this time.

        S i n c e r e l y ,
Paul Cline Senior Accountant

CORRESP
1
filename1.htm

corresp

Howard I. Atkins

Senior Executive Vice President

Chief Financial Officer

420
Montgomery Street

12th Floor

San Francisco, CA 94104

hia@wellsfargo.com

March 4, 2008

Paul Cline, 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 Fiscal Year Ended December 31, 2006

Form 10-Q for the Fiscal Quarter Ended September 30, 2007

Forms 8-K filed May 31, 2007, June 7, 2007, July 9, 2007 and November 7, 2007

File No. 001-02979

Dear Mr. Cline:

In response to the comments by the Commission’s staff (“Staff”) contained in your letter dated
February 26, 2008, to Wells Fargo & Company (“Wells Fargo” or the “Company”), we submit the
following information.

SEC Request

    1.

    We note your response to our prior comment 1 in our letter dated January 9, 2008. It
remains unclear what your actual definition of foreseeable future is. Please revise your
disclosures in future filings to provide a specific disclosure of the definition of
foreseeable future that you use when you determine the classification of loans upon
origination.

Wells Fargo Response

We have clarified the definition of “foreseeable future” in our 2007 Form 10-K as follows (emphasis
added):

At origination, our lines of businesses are authorized to originate held for investment
loans that meet or exceed established loan product profitability criteria, including
minimum positive net interest margin spreads in excess of funding costs. When a
determination is made at the time of commitment to originate loans as held for
investment, it is our intent to hold these loans to maturity or for the “foreseeable
future,” subject to periodic review under our corporate asset/liability management

Paul Cline, Senior Accountant

March 4, 2008

Page 2

process. In determining the “foreseeable future” for these loans, management
considers 1) the current economic environment and market conditions, 2) our business
strategy and current business plans, 3) the nature and type of the loan receivable,
including its expected life, and 4) our current financial condition and liquidity
demands. Consistent with our core banking business of managing the spread between the
yield on our assets and the cost of our funds, loans are periodically reevaluated to
determine if our minimum net interest margin spreads continue to meet our profitability
objectives. If subsequent changes in interest rates significantly impact the ongoing
profitability of certain loan products, we may subsequently change our intent to hold
these loans and we would take actions to sell such loans in response to the Corporate
ALCO directives to reposition our balance sheet because of the changes in interest rates.
Such Corporate ALCO directives identify both the type of loans (for example 3/1, 5/1,
10/1 and relationship adjustable-rate mortgages (ARMs), as well as specific fixed-rate
loans) to be sold and the weighted-average coupon rate of such loans no longer meeting
our ongoing investment criteria. Upon the issuance of such directives, we immediately
transfer these loans to the MHFS portfolio at the lower of cost or market value.

SEC Request

    2.

    Please refer to our prior comment 2 in our letter dated January 9, 2008. The
inclusion of capitalized mortgage servicing rights from loan sales or securitizations
appears to be an error. Please revise your statement of cash flows to separately present
capitalized MSR’s as a non-cash transaction. Alternatively, if you believe this error is
not material to your financial statements, please provide us with your materiality
analysis.

Wells Fargo Response

We have clarified in Note 1 (Summary of Significant Accounting Policies) to Financial Statements
included in our 2007 Form 10-K the presentation of capitalized MSRs from securitizations and asset
transfers as non-cash transactions in the statement of cash flows. As described in our disclosure,
the amounts related to 2006 and 2005 are not material. Attached as Exhibit 1 is the Company’s
materiality analysis related to those periods. Our disclosure is as follows:

In 2006 and 2005, our consolidated statement of cash flows reflected mortgage servicing
rights (MSRs) from securitizations and asset transfers, as separately detailed in Note 9
(Mortgage Banking Activities), of $4,118 million and $2,652 million, respectively, as an
increase to cash flows from operating activities with a corresponding decrease to cash
flows from investing activities. We have revised our consolidated statement of cash
flows to appropriately reflect the proceeds from sales of mortgages held for sale (MHFS)
and the related investment in MSRs as

Paul Cline, Senior Accountant

March 4, 2008

Page 3

non-cash transfers from MHFS to MSRs. The impact of the adjustments was to decrease net
cash provided by operating activities from $32,094 million to $27,976 million in 2006,
increase net cash used by operating activities from $9,333 million to $11,985 million in
2005, decrease net cash used by investing activities from $20,700 million to $16,582
million in 2006, and decrease net cash used by investing activities from $30,069 million
to $27,417 million in 2005. These revisions to the historical financial statements were
not considered to be material.

SEC Request

    3.

    Please refer to our previous comment 4 in our letter dated January 9, 2008. We note
that in 2006, you began considering t-test in addition to the r2 and slope to
supplement the slope coefficient for hedging relationships for which you used regression
analysis to assess hedge effectiveness. Please tell us the following for periods prior to
2006:

    •

    Tell us whether, based on your methodology, you could pass the r2
and slope tests and fail T-test and still conclude that the hedge is highly
effective. If so, please tell us the basis for this conclusion; and,

    •

    If you do not have reason to believe you would have passed the slope and
t-test for these hedge relationships, please tell us whether you believe the
impact of not applying hedge accounting for these hedges would have been material
to the annual and quarterly periods for the relevant periods in 2006 and for
2005.

Wells Fargo Response

We have consistently applied the parameters that we use to consider hedging relationships to be
highly effective under R-square and slope for all periods presented, and having experienced no
issues or problems passing the t-statistical assessment since its introduction in mid-2006,
believed that we would have passed the t-statistic test for all relevant periods in 2006 and 2005.
This conclusion has been validated by our performing an in-depth review of our actual results. We
performed and passed the t-statistical evaluation on all hedging relationships involving MSRs,
MHFS, floating-rate long-term debt and floating-rate commercial loans (these items collectively
represent 99% of our hedging relationships that use regression analysis, based upon notional
amount) for 2005 and 2006. Additionally, for the remaining hedging relationships (commercial real
estate mortgage loans held for sale) we performed and passed the t-statistic evaluation on a
representative sample for these same periods.

Paul Cline, Senior Accountant

March 4, 2008

Page 4

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,
Executive 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:

    Brittany Ebbertt

Richard D. Levy

EXHIBIT 1

WELLS FARGO RESPONSE DATED MARCH 4, 2008 TO SEC COMMENT LETTER

EVALUATION OF MATERIALITY RELATED TO THE INCLUSION OF

CAPITALIZED MORTGAGE SERVICING RIGHTS FROM LOAN SALES OR

SECURITIZATIONS AS CASH ITEMS IN THE STATEMENT OF CASH FLOWS

Executive Summary:

In 2006 and 2005, and during the first 3 quarters of 2007, Wells Fargo & Company (the Company)
included in statement of cash flows capitalized mortgage servicing rights from loan sales or
securitizations as an increase to cash flows from operating activities with a corresponding
decrease to cash flows from investing activities, which is consistent with what we believed to be
industry practice.

The Company received a comment letter from the SEC on January 9, 2008 which clarified that the
inclusion of capitalized mortgage servicing rights from loan sales or securitizations should be
revised in the statement of cash flows as a non-cash transaction. Because mortgage servicing
rights do not exist until they are separated from the associated loans when the loans are sold,
these amounts represent a non-cash transaction. Specifically, upon the sale of loans, the amounts
related to the mortgage servicing rights are reclassified on the balance sheet from loans held for
sale to mortgage servicing rights, which is a non-cash transaction.

As a result of the January 9, 2008 letter, the Company agrees with the SEC and has revised its
statement of cash flows to appropriately reflect the proceeds from sales of mortgages held for sale
and the related investment in mortgage servicing rights as non-cash transactions separately shown
in the supplemental disclosures of cash flow information on the statement of cash flows in its
December 31, 2007 financial statements. The Company has also disclosed the corrections in Note 1:
Summary of Significant Accounting Policies to the consolidated financial statements contained in
its 2007 Annual Report.

Below is the impact to the December 31, 2006 and 2005 statements of cash flows, which have been
corrected in the 2007 Form 10-K:

    Total Cash Provided (Used) by:

    (in millions)

    Operating Activities

    Investing Activities

    Financial

    Amount of

    As

    As

    %

    As

    As

    %

    Statements

    Misstatement

    reported

    adjusted

    Impact

    reported

    adjusted

    Impact

    12/31/2006

    4,118

    32,094

    27,976

    12.8
    %

    (20,700
    )

    (16,582
    )

    19.9
    %

    12/31/2005

    2,652

    (9,333
    )

    (11,985
    )

    28.4
    %

    (30,069
    )

    (27,417
    )

    8.8
    %

The Company performed an analysis and determined the corrections made to the statement of cash
flows were not material, either quantitatively or qualitatively, for the years ended December 31,
2006 or 2005. Following summarizes the basis for this conclusion:

    •

    Financial institutions with significant lending categorized as held for sale or
trading operations have significant fluctuations in operating cash flows with no real
change in the volume of business or actual revenue streams. This results from the
timing of the originations and sales of these products. These large fluctuations from
period to period with no change in the business fundamentals are evidenced in our cash
flow statements for the three years ended December 31, 2007.

1

    Loans originated to hold for investment are shown as investing cash flows which results
in loans ending up in different locations in the statement of cash flows depending on
whether they were originated as held for sale or investment.

    As a result, it is necessary to combine the operating and investing cash flows to
analyze a bank’s deployment of financing funds.

    It is important to note that the combined totals of operating and investing cash flows
were not impacted by the corrections. Further, the corrections in the context of the
financial statements are minor and a reasonable person would not view it as important to
an evaluation of a bank’s performance.

    •

    Analyst reports for the Company, and inquiries made by analysts to our investor
relations department, typically do not involve the statement of cash flows. Typical
metrics focused on are net interest margin, various credit quality metrics,
profitability ratios (return on assets / return on common equity / efficiency ratios),
average balance sheet amounts (loan / deposit growth), and noninterest income amounts.
None of these metrics were affected by the corrections.

    •

    The amounts were previously disclosed in the Mortgage Banking Activities footnote to
the financial statements for all periods presented.

    •

    The misstatement did not mask a trend in earnings or other trends, hide a failure to
meet analysts’ consensus, did not change a loss into income or vice versa, was not a
result of an intentional misstatement, was not a result of an error concerning a
specific segment or other portion of the Company’s business, was not made in order to
conceal any unlawful transactions or accounting events, did not affect the Company’s
regulatory compliance, and was not taken in order to increase management’s
compensation.

Materiality Assessment:

SAB 99 emphasizes the SEC staff’s view that registrants and auditors should not exclusively rely on
any percentage or numerical threshold to determine whether misstatements are material to financial
statements. It indicates that materiality concerns the significance of an item to users of a
registrant’s financial statements, and that a matter is “material” if there is substantial
likelihood that a reasonable person would consider it important. SAB 99 includes several factors
to assist a registrant in making its determination of whether items individually, and in the
aggregate, are material to its financial statements. The Company has evaluated each of these
factors in the following section — SAB 99 Question 1 Analysis. Additionally, this document
includes an analysis of SAB 99 Question 2 which concerns intentional misstatements.

SAB 99 Question 1 Analysis:

The interpretive response to Question 1 in SAB 99 indicates, “The use of a percentage as a
numerical threshold, such as 5%, may provide the basis for a preliminary assumption that — without
considering relevant circumstances — a deviation of less than the specified percentage with
respect to a particular item on the registrant’s financial statements is unlikely to be material.”
It continues, “But quantifying, in percentage terms, the magnitude of a misstatement is only the
beginning of an analysis of all relevant considerations. Materiality concerns the significance of
an item to users of a registrant’s financial statements. A matter is “material” if there is a
substantial likelihood that a reasonable person would consider it important.” The SAB lists out
certain qualitative considerations that should be considered, as follows:

2

1. Whether the misstatement arises from an item of precise measurement or whether it arises from an
estimate and, if so, the degree of imprecision inherent in the estimate.

Wells Fargo Analysis:

The misstatement does not arise as an item of imprecise measurement or from a change in
estimate. It is a correction of an error that is readily quantifiable. The Company
believes that it was following industry practice by including capitalized mortgage
servicing rights from loan sales or securitizations in its statement of cash flows as
part of operating and investing activities. However, in response to the SEC comment
letter received January 9, 2008, the Company has corrected these amounts as non-cash
transactions in the statement of cash flows.

2. Whether the misstatement masks a change in earnings or other trends.

W

Mail Stop 4561
February 26, 2008

By U.S. Mail and facsimile to (626)307-3849.

Howard I. Atkins Senior Executive Vice Presiden t and Chief Financial Officer
Wells Fargo & Company 420 Montgomery Street San Francisco, CA 94104
Re: Wells Fargo & Company
Form 10-K for the Fiscal Year Ended December 31, 2006 Form 10-Q for the Fiscal Qu arter Ended September 30, 2007
Forms 8-K filed May 31, 2007, June 7, 2007, July 9, 2007 and November 7, 2007
 File No. 001-02979
 Dear Mr. Atkins:
 We have reviewed your response filed with the Commission on January 22, 2008
and have the following additional comments.  We have limited our review to only the issues raised in our comments.  Where in dicated, we think you should revise future
filings beginning with your December 31, 2007 Form 10-K in response to these
comments and provide us with a draft of your  intended revisions.  If you disagree, we
will consider your explanation as to why our comment is inapplicable or a revision is
unnecessary.  Please be as detaile d as necessary in your explan ation.  In our comment, we
may ask you to provide us with supplemental information so we may better understand your disclosure.  After reviewing this information, we may or may not raise additional comments.   Please understand that the purpose of our re view process is to assist you in your
compliance with the applicable disclosure  requirements and to  enhance the overall
disclosure in your filing.  We look forward to  working with you in these respects.  We
welcome any questions you may have about our comments or any other aspect of our review.  Feel free to call us at the telephone numbers listed at the end of this letter.

1. We note your response to our prior comment  1 in our letter dated January 9, 2008.
It remains unclear what your actual defin ition of foreseeable future is.  Please
revise your disclosures in future filings to provide a specific disclosure of the

Howard I. Atkins
Wells Fargo & Company February 26, 2008 Page 2
definition of foreseeable future that y ou use when you determine the classification
of loans upon origination.
2. Please refer to our prior comment 2 in  our letter dated January 9, 2008.  The
inclusion of capitalized mortgage se rvicing rights from loan sales or
securitizations appears to be  an error.  Please revise your statement of cash flows
to separately present capitalized MSR’s as a non-cash transact ion.  Alternatively,
if you believe this error is not material to your financial statements, please provide
us with your materiality analysis.
3. Please refer to our previous comment 4 in  our letter dated January 9, 2008.  We
note that in 2006, you began consideri ng t-test in addition to the r
2 and slope to
supplement the slope coefficient for he dging relationships for which you used
regression analysis to assess hedge effectiveness.   Pleas e tell us the following for
periods prior to 2006:

• Tell us whether, based on your methodology, you could pass the r2 and
slope tests and fail T-test and still conclude that the hedge is highly
effective.  If so, please tell us the basis for this conclusion; and,

• If you do not have reason to believ e you would have passed the slope and
t-test for these hedge relationships, pl ease tell us whether you believe the
impact of not applying hedge accoun ting for these hedges would have
been material to the annual and quart erly periods for the relevant periods
in 2006 and for 2005.

As appropriate, please revi se future filings, beginning with your December 31,
2007 Form 10-K, in response to these comments .  Please provide us with a draft of your
intended revisions within 10 business days or tell us when you will provide us with a
response.  Please furnish a cover letter th at keys your response to our comments,
indicates your intent to include the requested  revisions in future filings and provides any
requested supplemental information.  Pleas e understand that we may have additional
comments after reviewing your responses to our comments.

You may contact Brittany Ebbertt at (202) 551-3572, or  me at (202) 551-3851 if
you have questions.

Sincerely,    Paul Cline Senior Accountant

CORRESP
1
filename1.htm

SEC Correspondence

 Law Department

 MAC A0194-125

 45 Fremont Street, 27th Floor

 San Francisco, CA
94105-2204

 James M. Strother

 Executive Vice President and

 General Counsel

 415.396.1793

 415.975.7867 Fax

 james.strother@wellsfargo.com

 VIA EDGAR

 February 8, 2007

 Christian N. Windsor, Esq.

 Special Counsel

 Division of Corporation Finance

 Securities and Exchange Commission

 450 Fifth Street, N.W.

 Mail Stop 4563

 Washington, D.C. 20549

Re:

Wells Fargo & Company

Definitive 14A

Filed March 16, 2007

File No. 01-2979

 Dear Mr. Windsor:

 We have reviewed your January 17, 2008 comment letter on behalf of the Securities and Exchange Commission (SEC) to John G. Stumpf, Chief Executive Officer of Wells Fargo & Company. Your letter provides
and/or renews certain comments relating to the “Compensation Discussion and Analysis” (CD&A) section of our 2007 proxy statement in response to our October 25, 2007 letter replying to the SEC’s initial comment letter dated
September 26, 2007. We understand the SEC’s comments relate to our CD&A as it will appear in our 2008 proxy materials with respect to 2007 incentive compensation decisions for our named executive officers. Our response to these
comments appears below.

 SEC Comment No. 1:

 In your response to prior comments 1 and 2, you discuss the disclosure provided in your compensation discussion and analysis which discusses your threshold performance targets, the “knockout” target and
other factors that the Committee considered in making awards to the named executive officers in 2006. Please disclose all material performance targets, including material subtargets, or provide the analysis of how disclosure of particular targets
could cause competitive harm as called for by prior comment 1.

 Christian N. Windsor, Esq.

 February 8, 2008

  Page
 2

Furthermore, please expand your analysis of the committee’s determinations to clarify, if true, that the ultimate award amounts were the result of
subjective weighting of factors, including the peer compensation analysis, the corporate level performance and the quantitative and qualitative performance objectives of the named executives with business group level responsibilities. In particular,
please clarify in your Compensation Discussion and Analysis how the Committee’s determinations yielded the results presented in the compensation table, particularly with relation to the target and maximum award amounts presented in conjunction
with the Grants of Plan Based Awards table.

 Wells Fargo Response to SEC Comment No. 1:

 For Wells Fargo’s Chairman, Principal Executive Officer, and Principal Financial Officer, cash incentive compensation is based on the Company’s
financial performance compared to that of the companies in its Peer Group. For the other named executives who manage businesses, determination of their cash incentive compensation includes a second component – business line performance –as
discussed in response to SEC Comment No. 2 below. Cash incentive compensation for all named executives is also based on the HRC’s subjective evaluation of whether, and to what degree a named executive met individual qualitative and broadly
stated non-financial performance objectives.

 The HRC does not pre-establish, or communicate to named executives at the beginning of the
fiscal year any performance targets for the Company’s financial performance that must be met in order for these executives to receive incentive awards. Consequently, this financial performance is not a “performance target” for
purposes of Item 402. Instead, after completion of the fiscal year, the HRC evaluates the Company’s actual financial performance compared to the actual financial performance of its Peer Group over one-, three-, and five-year time periods.
As part of its evaluation, the HRC reviews financial data for the Company and its Peer Group for these periods. The HRC does not have a pre-established framework to determine which items of financial data may be more or less important in evaluating
the Company’s performance. Rather, the HRC relies on its own judgment as to which financial measures, if any, to emphasize in evaluating the Company’s performance compared to that of its Peer Group. The HRC then makes its own judgment as
to whether the Company’s actual performance taken as a whole, when compared to its Peer Group, was in the top quartile, at the median, or below the median performance of its Peer Group. Depending on the result of its analysis, the HRC awards
incentive pay at the competitive level that it believes most appropriately corresponds to the Company’s comparative performance. So, for example, if the Company’s performance is deemed by the HRC to be in the top quartile of its Peer
Group, executive incentive compensation would likewise be in approximately the top quartile of the Peer Group. If the Company’s performance is deemed to be at median, compensation would likewise be approximately at median. If its performance is
below the median, compensation would likewise be below median.

 As a result, determination of the incentive compensation awards to our
named executives depends in whole or in part on the HRC’s subjective, after-the-fact evaluation of a mix of objective compensation and corporate performance data and subjective qualitative information,

 Christian N. Windsor, Esq.

 February 8, 2008

  Page
 3

including achievement of individual qualitative objectives. Because corporate performance data do not constitute performance targets, the Company cannot
comply with SEC Comment No. 1 as it may relate to Company performance, since the comment is not applicable. We will clarify in our 2008 CD&A how the HRC’s determinations resulted in the specific pay decisions shown in the Summary
Compensation and Grants of Plan-Based Awards tables and that the ultimate award amounts for Company and individual performances were the result of the subjective factors mentioned in SEC Comment No. 1 above.

 SEC Comment No. 2:

 In your response
to prior comment 2, you indicate that you did not disclose or analyze the performance of named executive officers with regard to the established performance criteria for their business groups because such information could not be reconciled to your
GAAP presentation included as part of your annual report. To the extent that performance to individual and group quantitative objectives is a material factor that affected the compensation of the named executive officers, those results should be
presented and analyzed in order to present a complete picture of the factors which impacted the Committee’s compensation award decisions. Therefore, we reissue prior comment 2. Please confirm that you will disclose and analyze all material
performance factors used in setting the incentive based portion of the named executives compensation packages.

 Wells Fargo Response to SEC
Comment No. 2:

 To award incentive compensation to those named executive officers who manage business lines, the HRC also
considers the degree to which these named executives met business line earnings threshold, target, and maximum financial performance objectives for the businesses they manage.

 While individual business line earnings objectives are established at the beginning of the fiscal year, we question whether they can properly be viewed
as “performance targets” for purposes of Item 402. These objectives reflect the projected percentage contribution of the business groups managed by a named executive to Wells Fargo’s internally derived profit plan. If the
business groups managed by named executive officers achieve their projected contribution to the Company’s profit plan at their individual target or maximum levels, this performance will likely result in overall Company performance at the median
to top quartile performance of its Peer Group. Since, as discussed in response to SEC Comment No. 1, evaluation of the Company’s performance is not based on pre-established performance targets but is based on a subjective evaluation of
Company and Peer Group financial performance after the close of the year and of the business line’s role in achieving Company performance, the Company views these business objectives merely as drivers of actual Company results, not goals in and
of themselves.

 Christian N. Windsor, Esq.

 February 8, 2008

  Page
 4

 However, if the SEC staff nonetheless would conclude that these business line objectives should be
viewed as “performance targets,” then to make this information meaningful to investors, the Company would be required to provide detailed information about how the specific business line objectives were determined. Disclosure of this
information would result in competitive harm to the Company.

 Our individual business line performance objectives are designed to
successfully implement our product and pricing strategies and incent collaboration across multiple business lines in order to sell more products to our customers. Our ability to sell more products to existing customers – or “cross
sell” – is central to our success and a key competitive advantage. We believe we do it better than anyone else in the financial services industry. It has enabled us to grow revenues in virtually any economic cycle. It is the reason we
think our stock has historically traded at a premium to our peers.

 We formulate our product and pricing strategies using a proprietary
process refined over a period of more than two decades that identifies, among other things, which products are likely to have higher profit margins or result in greater customer retention or are “core” products likely to lead to additional
cross-sell opportunities. We then calibrate our individual business line performance objectives to implement those strategies. For example, in developing a new product or new product feature a business line may forecast a sales level that depends on
higher sales of an existing core product sold by a different business line. Consequently, in establishing the performance goals for the second business line we may incorporate a profit proxy or measure for the core product that is specifically
designed to achieve the desired sales level. We might also allocate all or a portion of the revenue from the new or improved product to both business lines to produce the desired collaboration, even though it may result in “double
counting” the revenue.

 If individual business line objectives are equated with “performance targets” and required to be
disclosed in the CD&A, then in order to provide an investor with any meaningful understanding of those objectives, we would also be required to disclose the internal financial metrics that serve as the foundation for the objectives. As described
above, such disclosure would require identification of our core products that are associated with higher customer retention and cross-sell rates and would provide our competitors with a roadmap to our internal product and pricing strategies. For
these reasons, the Company asserts that disclosure of individual business line performance goals would result in competitive harm to the Company. Consistent with Instruction 4 to Item 402(b), however, the Company would provide an analysis of
how difficult it will be for the named executive officer who manages the business line to achieve the undisclosed performance objective.

 Christian N. Windsor, Esq.

 February 8, 2008

  Page
 5

 We appreciate the opportunity to respond to the SEC comments. If the SEC staff wishes to discuss, or
has any questions regarding our response, please contact Mary E. Schaffner, Senior Company Counsel in the Wells Fargo Law Department at 612/667-2367 or by e-mail to mary.e.schaffner@wellsfargo.com.

Very truly yours,

WELLS FARGO & COMPANY

By:

 /s/ James M. Strother

James M. Strother,

Executive Vice President and General Counsel

cc:

Richard M. Kovacevich,

 Chairman

John G. Stumpf,

 President and Chief Executive Officer

Howard I. Atkins,

 Senior Executive Vice President

 and Chief Financial Officer

Richard D. Levy,

 Executive Vice President

 and Controller

CORRESP
1
filename1.htm

SEC Correspondence Letter

 Law Department

 N9305-173 1700

 Wells Fargo Center

 Sixth and Marquette

 Minneapolis, MN 55479

 Mary E. Schaffner, Senior Company Counsel

 and Assistant Secretary

 612/667-2367

 612/667-6082

 VIA EDGAR

 January 31, 2008

 Christian N. Windsor, Esq.

 Special Counsel

 Division of Corporation Finance

 Securities and Exchange Commission

 450 Fifth Street, N.W.

 Mail Stop 4563

 Washington, D.C. 20549

Re:
Wells Fargo & Company

Definitive 14A

Filed March 16, 2007

File No. 01-2979

 Dear Mr. Windsor:

 As we discussed today, Wells Fargo & Company (the “Company”) has requested, and the Securities and Exchange Commission has granted an extension of time
for the Company to reply to the Commission’s January 17, 2008 letter from January 31, 2008 to February 8, 2008.

 If you have any
questions, please contact me by telephone to 612-667-2367 or fax at 612-667-6082, or by e-mail to mary.e.schaffner@wellsfargo.com.

 Very truly
yours,

 /s/Mary E. Schaffner

 Mary E. Schaffner

Senior Company Counsel

cc:
James M. Strother

Executive Vice President,

    General Counsel

CORRESP
1
filename1.htm

corresp

Howard I. Atkins

Senior Executive Vice President

Chief Financial Officer

420
Montgomery Street

12th Floor

San Francisco, CA 94104

January 18, 2008

Paul Cline, 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 Fiscal Year Ended December 31, 2006

Form 10-Q for the Fiscal Quarter Ended September 30, 2007

Forms 8-K filed May 31, 2007, June 7, 2007, July 9, 2007 and November 7, 2007

File No. 001-02979

Dear Mr. Cline:

In response to the comments by the Commission’s staff (“Staff”) contained in your letter dated
January 9, 2008, to Wells Fargo & Company (“Wells Fargo” or the “Company”), we submit the following
information.

SEC Request

    1.

    We note your response to our prior comment 2 in our letter dated November 15, 2007.
Please expand your proposed disclosures to include a discussion of the company’s
definition of foreseeable future under paragraph 8(a) of SOP 01-6.

Wells Fargo Response

The following disclosure will be included in Note 1, Summary of Significant Accounting Policies, to
our consolidated financial statements to be included in our 2007 Form 10-K:

Mortgages held for sale (MHFS) include commercial and residential mortgages originated for sale and
securitization in the secondary market, which is our principal market, or for sale as whole loans.
At origination, our lines of businesses are authorized to originate held for investment loans that
meet or exceed established loan product profitability criteria, including minimum positive net
interest margin spreads in excess of funding costs. When a determination is made at the time of
commitment to originate loans as held for investment, it is our intent to hold these loans to
maturity or for the “foreseeable future”, subject to periodic review under our corporate
asset/liability management process. Consistent with our core

Paul Cline, Senior Accountant

January 18, 2008

Page 2

banking business of managing the spread between the yield on our assets and the cost of our funds,
loans are periodically reevaluated to determine if our minimum net interest margin spreads continue
to meet our profitability objectives. If subsequent changes in interest rates significantly impact
the ongoing profitability of certain loan products, we may subsequently change our intent to hold
these loans and we would take actions to sell such loans in response to the Company’s
Asset/Liability Management Committee’s directives to reposition our balance sheet because of the
changes in interest rates. Such Asset/Liability Management Committee directives identify both the
type of loans (for example 3/1, 5/1, 10/1 and relationship ARMs as well fixed rate loans) to be
sold and the weighted average coupon rate of such loans no longer meeting the Company’s ongoing
investment criteria. Upon the issuance of such directives, we immediately transfer these loans to
the MHFS portfolio at the lower of cost or market.

SEC Request

    2.

    Please refer to our prior comment 3 in our letter dated November 15, 2007. We note
that you present capitalized mortgage servicing rights as a use of cash in the investing
section of the cash flow statements within the other changes in MSRs line item. Because
mortgage servicing rights do not exist until they are separated from the associated loans
when the loans are sold, these amounts represent a non-cash transaction. Specifically,
upon sale of the loans, the amounts related to the mortgage servicing rights are
reclassified on the balance sheet from loans held for sale to mortgage servicing rights,
which is a non-cash transaction. Please revise accordingly.

Wells Fargo Response

In future filings we will separately disclose additions to mortgage servicing rights from
securitizations or asset transfers as a non-cash transaction in the statement of cash flows for all
periods presented.

SEC Request

    3.

    Please refer to our prior comment 4 in our letter dated November 15, 2007. Please
tell us the following information related to the hedging relationships for which you used
the short-cut method of hedge effectiveness assessment during the first five months of
2006 and prior periods:

    •

    Please provide an analysis of how you determined the effect of using the short-cut
method of hedge effectiveness assessment for your trust preferred securities that
contained a deferral feature was immaterial for each prior period;

    •

    Please tell us the reasons why you discontinued the use of the short-cut method of

Paul Cline, Senior Accountant

January 18, 2008

Page 3

    hedge effectiveness assessment for your hedged certificates of deposits. Please
tell us the terms of the hedged items and the hedging instruments. To the extent that
the impact of using the short-cut method to assess hedge effectiveness for these
instruments was immaterial to all prior periods, please provide a materiality analysis
for each impacted period;

    •

    Please tell us the hedging instruments and hedged items for which you used the
matched terms of hedge effectiveness assessment. Tell us how you determined these
relationships met the criteria to use the matched terms of hedge effectiveness
assessment under paragraph 65 of SFAS 133 and tell us each critical term of the hedged
item and the hedging instrument. To the extent you believe the impact of using the
matched terms method of assessing hedge effectiveness to be immaterial to prior
periods, please provide us with your analysis.

Wells Fargo Response

We discontinued use of the short-cut and matched terms methods of assessing hedge effectiveness by
June 1, 2006, out of an abundance of caution rather than from any errors in the application of
these permitted methods. Based on discussions with our auditors and other industry participants,
we determined using the short-cut method and matched terms method carried with it additional
accounting risk due to the potential shifting interpretations of certain provisions of paragraphs
65 and 68 of SFAS 133. We concluded this risk could be mitigated by converting to the long-haul
method using regression analysis. As such, we voluntarily made this change, even though, as
indicated in our letter December 14, 2007, we had no instances (except for hedges of trust
preferred securities) where such relationships did not qualify for the short-cut or matched terms
method.

We discontinued use of the short-cut method for trust preferred securities that included an
interest deferral feature on December 31, 2005. We have included as Exhibit 1 the materiality
analysis performed at the time to support our conclusion that this method was immaterial to prior
periods.

For hedges of certificates of deposits that used the short-cut method we have presented as Exhibit
2 the terms of the hedging instruments and hedged items. We determined that all criteria to use
the short-cut method of assessing hedge effectiveness under paragraph 68 of SFAS 133 were met,
including that the interest rate swap had a fair value of zero at inception of the hedging
relationship. At December 31, 2005, the swaps had a fair value of $13.2 million.

For the two hedging relationships where we used the matched terms method of assessing hedge
effectiveness, the hedging instruments had a total fair value of $(4.8) million as of December 31,
2005. We have presented the terms of the hedging instrument and hedged item in Exhibit 3. Those
hedging relationships involved designating a single interest rate swap hedging a

Paul Cline, Senior Accountant

January 18, 2008

Page 4

single long term debt instrument where the performance of the hybrid instrument notes is
linked to indices other than interest rates, such as an equity index. Please refer to our response
to the Staff’s previous comment 7 in our letter dated December 14, 2007, that describes our
accounting treatment for these notes. Specifically, the hedged item designated in these
relationships was the “host” debt instrument, resulting from separation of the embedded derivative
from the hybrid instrument. We determined the criteria to use the matched terms method of
assessing hedge effectiveness under paragraph 65 of SFAS 133 were met because the critical terms of
hedging instrument and hedged item were the same.

SEC Request

    4.

    In Exhibit 1 of your response filed with the Commission on December 14, 2007, we note
that you use regression analysis to assess hedge effectiveness for a number of your
hedging relationships. Please tell us the following information:

    •

    For each type of asset and liability and each specific risk being hedged, please
tell us the regression outputs you consider when assessing whether these hedges are
expected to be highly effective during the period that the hedge is designated.

    •

    Tell us the extent to which you exclude any outputs from your consideration of
effectiveness.

    •

    If you do exclude certain outputs, tell us your basis for doing so. Specifically
reference the appropriate sections of SFAS 133, including any applicable DIG Issues
that support this approach.

Wells Fargo Response

We believe SFAS 133 and related DIG Issues do not specifically identify which outputs to include or
exclude in evaluation of regression analysis. For all periods presented, we have considered the
coefficient of determination (R-square) and the slope coefficient when using regression analysis to
assess the effectiveness of our hedge relationships. Upon conversion
from the short-cut method to
the long-haul method, we re-evaluated our use of regression outputs for these relationships. We
determined that the evaluation of the t-statistic was a meaningful output and began to use this
output to supplement the slope coefficient for these hedge relationships beginning in 2006. Our
determination was based on discussions with our auditors and review of then current industry
practice1.

We acknowledge the existence of multiple standard outputs of a simple regression analysis,
however, our consideration of effectiveness focuses on evaluation of R-square and the

    1

    We believe industry practice had evolved based on SEC Staff
comments made at the AICPA National Conference on Current
SEC Developments on December 11, 2003 by John J. James,
Professional Accounting Fellow in the Office of the Chief Accountant.

Paul Cline, Senior Accountant

January 18, 2008

Page 5

slope coefficient (supplemented in 2006 with the use of t-statistic as discussed above).

Our basis for focusing on the R-square and slope coefficient was that we believe these two
outputs adequately represent the performance of our hedging relationships. In establishing and
monitoring a hedging relationship, we focus on the hedge ratio. The hedge ratio determines how
many units of the hedging instrument are used to hedge one unit of the hedged item. The slope
determines the value of the hedge ratio and the R-square indicates the correlation between the
hedging instrument and the hedged item. We believe consideration of the R-square and slope
coefficient outputs demonstrates the degree of effectiveness of the hedging relationship and the
statistical validity of the regression analysis. Additionally, as discussed above, we further
strengthened our regression analysis by supplementing the slope coefficient with a t-statistic
evaluation, which indicates our range of confidence in the slope coefficient.

SEC Request

    5.

    In Exhibit 1 of your response filed with the Commission on December 14, 2007, we note
that you utilize the dollar offset method for assessing hedge effectiveness for certain of
your equity securities hedged with equity collars. Please tell us whether there have been
any instances in which you failed the dollar off-set method (i.e., outside the range of
80% — 125%) and yet still concluded that the relationship was highly effective and
continued to apply hedge accounting. If so, tell us what additional procedures you
performed and how you concluded it was appropriate to continue to apply hedge accounting.

Wells Fargo Response

We have had no instances which the dollar offset method of assessing hedge effectiveness has failed
(i.e., outside the range of 80%-125%) for our relationships involving equity collars designated as
hedging certain equity securities. We have no other hedging relationships where we use the dollar
offset method to assess hedge effectiveness.

SEC Request

    6.

    Please refer to our prior comment 5 in our letter dated November 15, 2007. We have
reviewed your response, and the information included in Exhibit 3 of your letter. Please
provide the full materiality analysis given in draft form to the Staff on November 20,
2007. To the extent you believe the information to be proprietary,
please redact the relevant portions of your analysis and file a FOIA request with your
response.

Paul Cline, Senior Accountant

January 18, 2008

Page 6

Wells Fargo Response

We have included as Exhibit 4 the full materiality analysis that was previously provided to the
Staff on November 20, 2007.

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,
Executive 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

Richard D. Levy

EXHIBIT 1

WELLS
FARGO RESPONSE DATED JANUARY 18, 2008 TO SEC COMMENT

LETTER

MATERIALITY ANALYSIS FOR APPLICATION OF SHORTCUT METHOD TO

TRUST PREFERRED SECURITIES

    TO:

    Files

    FROM:

    Dan Christopherson,
(Manager
of Financial Oversight)

    DATE:

    February 23, 2006

    RE:

    Trust Preferred Securities – Financial Statement Impact

Background:

From August 2001 through December 31, 2005, Wells Fargo & Company (the Company) issued seven series
of Trust Preferred Securities (TPS) with a cumulative balance of $3.15 billion. TPS, in order to
qualify for Tier 1 capital, needs to have an interest deferral provision during which no interest
is paid. Interest rate swaps with a notional of $3.15 billion were used to hedge these TPS and
were accounted for under the “shortcut” method (paragraph 68 of FAS 133.) In 2001 when the
Company entered into the first hedging relationship, the practice of using the shortcut method was
followed by many in the Financial Services industry and was reviewed and signed-off by KPMG.

As of December 31, 2005, there were no new promulgations by the SEC and FASB on this subject.
However, it came to our attention in February, 2006 the SEC had raised a concern at other banks and
was focused on the fact that terms of the interest rate swap used in the hedge are not exactly
aligned with the underlying terms of the trust preferred debt. KPMG, out of abundance of caution,
and in deference to the SEC’s recent inquiries on this matter has included the impact of using the
short-cut method for hedging trust preferred debt as a new audit difference but specifically has
not called this out as a SOX 404 deficiency.

Materiality Assessment

Quantitative Evaluation

The Company quantified the impact of this matter on (1) the balance sheet as of December 31, 2005
and (2) the income statements for 2005, 2004 and 2003 and all quarters therein.

On the balance sheet the impact to th

CORRESP
1
filename1.htm

corresp

December 12, 2007

Paul Cline, 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 Fiscal Year Ended December 31, 2006

    Form 10-Q for the Fiscal Quarter Ended September 30, 2007

    Forms 8-K filed May 31, 2007, June 7, 2007, July 9, 2007 and November 7, 2007

    File No. 001-02979

Dear Mr. Cline:

In response to the comments by the Commission’s staff contained in your letter dated November 15,
2007 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, 2006

Risk Management

    1.

    Please tell us and disclose in future filings the degree of your exposure to sub
prime loans in both your held for investment portfolio and through securitizations.
Specifically address the credit quality trends within this product type and the impact of
these trends on your loan loss provision.

Wells Fargo Response

There is no consistent, uniform definition across the financial services industry as to what
constitutes a sub prime borrower. The Company’s multiple business groups, for legal and
underwriting purposes, consider a variety of factors including credit ratings (FICO scores),
loan-to-value ratios, existence of government insurance and other considerations to determine
whether a particular loan is sub prime. The aggregation of such data may not necessarily provide
meaningful information regarding the Company’s sub prime exposure, much less comparability among
registrants across the industry, and could be subject to misinterpretation.

Paul Cline, Senior Accountant

December 12, 2007

Page 2

However, in order to aggregate company-wide sub prime information for purposes of this response,
the amounts provided below are based upon loans with FICO scores less than or equal to 580 that
were not otherwise government insured. The sub prime amounts included in the next paragraph are not
material. Given the above noted concerns, we question the usefulness of this information to users
of the Company’s financial statements. However, based on information at September 30, 2007, we
observe that the following information could be considered for inclusion in the Risk Management
section of the Company’s Management’s Discussion and Analysis:

Sub prime loans held for investment were approximately $8.5 billion, or 3.9% of total consumer
loans, at September 30, 2007, and approximately $8.7 billion, or 4.6%, at December 31, 2006. Based
on the Company’s total loan portfolio, sub prime loans were less than 3% of total loans for both
periods. Mortgages held for sale, which are either sold or securitized, included sub prime
mortgages of approximately $0.2 billion, or 0.6% of total mortgages held for sale, at September 30,
2007, and approximately $0.7 billion, or 2.0%, at December 31, 2006. Additionally, the Company has
not retained any significant credit risk in securitizations of sub prime loans.

Based on the level of sub prime loans, the Company considers credit quality trends for its sub
prime loans as part of its overall monitoring of ongoing trends in credit quality on a portfolio
basis, including real estate 1-4 family first mortgages, real estate 1-4 family junior lien
mortgages, automobile loans (included in other revolving and installment loans) and credit cards.
The credit quality trends associated with these portfolios are disclosed in Note 6, Loans and
Allowance for Credit Losses, to the consolidated financial statements and in Management’s
Discussion and Analysis, Risk Management — Credit Risk Management included in the Company’s 2006
Form 10-K.

SEC Request

Consolidated Financial Statements

Consolidated Statement of Cash Flows, page 71

    2.

    You disclose in your Consolidated Statement of Cash Flows that you have transferred a
significant amount of loans originated for investment to held-for-sale. Please revise to
disclose the following information related to your sales of loans originally designated as
held-for-investment:

    •

    Please disclose what types of loans are included in the amounts
transferred from the held for investment portfolio;

Paul Cline, Senior Accountant

December 12, 2007

Page 3

Wells Fargo Response

We determine whether loans will be held for investment or held for sale at the time of commitment.
Loans we intend to hold for the foreseeable future are classified as held for investment. From time
to time, we originated adjustable rate mortgages (ARMs) in our loan portfolio as an investment for
our growing base of core deposits. These ARM loans are periodically evaluated to determine, based
on current market conditions, if the yields on these loans continue to meet our investment
objectives. We may subsequently change our intent to hold these ARMs for investment and sell ARMs,
in response to the Company’s Asset/Liability Management Committee directives to reposition our
balance sheet for changes in interest rates (such as the higher interest rate environment that
emerged in 2005 and 2006) or in the shape of the yield curve. Such Asset/Liability Management
directives identify both the type of ARMs (3/1, 5/1, or 10/1) to be sold and the weighted average
coupon (WAC) required for ARMs to meet the Company’s investment criteria. All ARMs at or below that
WAC are then transferred from held for investment to held for sale and subsequently sold.

The following disclosure will be included in Note 1, Summary of Significant Accounting Policies, to
our consolidated financial statements to be included in our 2007 Form 10-K:

Mortgages held for sale (MHFS) include commercial and residential mortgages originated for sale and
securitization in the secondary market, which is our principal market, or for sale as whole loans.
From time to time, we hold adjustable rate mortgages (ARMs) in our held for investment portfolio.
Based on future market conditions, interest rates and asset/liability management investment
objectives and guidance, we may subsequently change our intent to hold such ARMs for the
foreseeable future, resulting in an immediate transfer of these loans to the MHFS portfolio.

SEC Request

    •

    Given your significant sales of originated ARM loans, please disclose how
you consider paragraph 8(a) of SOP 01-6 in your original classification of these
loans;

Wells Fargo Response

The ARMs that were sold during this period were initially originated with positive net interest
margin spreads in excess of 300 basis points over the Company’s funding costs. Because of their
attractive spread, these ARMs were considered significantly preferable to the purchase of
securities and were designated at the time of commitment as held for investment, with the intent to
hold them for the foreseeable future or until maturity or payoff, in accordance with paragraph 8(a)
of SOP 01-6. As the Federal Reserve raised interest rates multiple times during 2005 and 2006, with
the expectation of continuing future interest rate

Paul Cline, Senior Accountant

December 12, 2007

Page 4

increases, the spread over our funding costs associated with these ARMs deteriorated to less than
100 basis points. As a result, the Company’s Asset/Liability Management Committee decided to sell
all ARMs below specified yields in order to reposition our balance sheet for the new (and higher)
interest rate environment, which is consistent with our core banking business of managing the
spread between the yield on our assets and the costs of our funding.

The following disclosure will be included in Note 1, Summary of Significant Accounting Policies, to
our consolidated financial statements to be included in our 2007 Form 10-K:

Mortgages held for sale (MHFS) include commercial and residential mortgages originated for sale and
securitization in the secondary market, which is our principal market, or for sale as whole loans.
From time to time, we hold adjustable rate mortgages (ARMs) in our held for investment portfolio.
Based on future market conditions, interest rates and asset/liability management investment
objectives and guidance, we may subsequently change our intent to hold such ARMs for the
foreseeable future, resulting in an immediate transfer of these loans to the MHFS portfolio.

SEC Request

    •

    Please clarify the nature of the line item “Proceeds from sales
(including participations) of loans by banking subsidiaries” included on your
statement of cash flows, and clarify whether these loans were designated as held for
investment or held for sale upon origination; and,

Wells Fargo Response

Substantially all of the amounts included in the line item “Proceeds from sales (including
participations) of loans by banking subsidiaries” relates to ARMs which were designated as held for
investment upon origination. The Company will revise the line item to read “Proceeds from sales
(including participations) of loans originated for investment by banking subsidiaries” in the 2007
Form 10-K.

SEC Request

    •

    Please clarify what you mean when you disclose that you include “certain
mortgages originated initially for investment and not underwritten to secondary market
standards” in the balance of mortgage loans held for sale. Disclose the amount and
type of these loans, and clarify whether they are reflected as operating or investing
cash flows.

Paul Cline, Senior Accountant

December 12, 2007

Page 5

Wells Fargo Response

We offer a portfolio product known as relationship ARMs that provides select borrowers with
interest rate reductions to reward eligible banking customers who have an existing relationship or
establish a new relationship with Wells Fargo. The amount of the interest rate reduction is based
on the borrower’s eligible account balances and other bank products maintained with Wells Fargo.
Relationship ARMs help solidify the customer’s relationship with Wells Fargo or establish
meaningful new relationships (including checking, savings, credit cards, investment accounts,
etc.), increasing the Company’s household cross-sell with opportunities to provide additional
products and services, which contributes to improved customer retention. Accordingly, this product
offering is generally underwritten to certain Company guidelines rather than secondary market
standards and is typically originated for investment. At December 31, 2006, we had $3.4 billion of
relationship ARMs in loans held for investment and $0.2 billion in mortgages held for sale.
Originations, net of collections and proceeds from the sale of these loans are reflected as
investing cash flows consistent with their original classification.

The following disclosure will be included in Note 1, Summary of Significant Accounting Policies, to
our consolidated financial statements to be included in our 2007 Form 10-K:

We offer a portfolio product known as relationship ARMs that provides interest rate reductions to
reward eligible banking customers who have an existing relationship or establish a new relationship
with Wells Fargo. Accordingly, this product offering is generally underwritten to certain Company
guidelines rather than secondary market standards and is typically originated for investment. At
December 31, 2007 and 2006, we had $x.x billion and $3.4 billion, respectively, of relationship
ARMs in loans held for investment and $x.x billion and $0.2 billion, respectively, in mortgages
held for sale. Originations, net of collections and proceeds from the sale of these loans are
reflected as investing cash flows consistent with their original classification.

SEC Request

    3.

    Please clarify the nature of the line item “Other changes in MSRs” in your
Consolidated Statement of Cash Flows, and disclose why they are investing, rather than
operating, cash flows.

Wells Fargo Response

Other changes in MSRs reflected in cash flows from investing activities in the Consolidated
Statement of Cash Flows, include changes other than fair value changes, such as purchases and
servicing retained from securitizations or asset transfers under FASB Statement No. 140, Accounting
for Transfers and Servicing of Financial Assets and Extinguishments of Liabilities and sales of
servicing. Wells Fargo’s mortgage servicing rights (MSRs) represent an investment made in its
mortgage servicing portfolio that it intends to hold and earn a

Paul Cline, Senior Accountant

December 12, 2007

Page 6

return over the life of the underlying portfolio. As required by FASB Statement No. 95, Statement
of Cash Flows (as amended), in accordance with their nature and purpose, such investments in the
mortgage servicing portfolio have been recorded as investing, rather than operating, cash flows.
The Company will clarify the line item “Other changes in MSRs” to “Changes in MSRs from purchases,
securitizations/transfers and sales” in the 2007 Form 10-K.

SEC Request

Note 26: Derivatives, page 115

    4.

    For each type of hedging relationship entered into during the periods presented that
you disclose in your footnote, please revise to disclose the following:

    •

    For each type of long-haul hedging relationship entered into during the
periods presented, please disclose the quantitative and qualitative measures you use
to assess effectiveness both at inception and on an ongoing basis. Specifically
reference the appropriate sections of SFAS 133, including any applicable DIG Issues,
which support the use of each test.

    •

    For each type of hedging relationship entered into during the periods
presented for which you utilize paragraph 65 or 68 of SFAS 133, please disclose how
each relationship met the requirements to use that method.

Wells Fargo Response

Wells Fargo will revise its Derivative Note disclosure in its 2007 Form 10-K as indicated in
Exhibit 1. We have presented Exhibit 1, which is based upon our 2006 Form 10-K Derivatives Note
disclosure and marked for planned revisions, to include further discussion on the methods used to
assess hedge effectiveness. We have also presented in Exhibit 2 a table of the specific FASB
Statement 133, Accounting for Derivative Instruments and Hedging Activities (SFAS 133), and DIG
issue guidance applicable to the assessment of hedge effectiveness (both at inception and on an
ongoing basis) for each type of hedging relationship entered into during the periods presented.

Wells Fargo no longer uses the short-cut method under paragraph 68 of FAS 133, Accounting for
Derivative Instruments and Hedging Activities. Effective January 1, 2006, we began using the
long-haul method to assess hedge effectiveness for all new hedging relationships involving U.S.
dollar denominated fixed-rate long-term debt and certificates of deposit. Prior to June 1, 2006, we
used the short-cut method of assessing hedge effectiveness for certain fair value hedging
relationships of U.S. dollar denominated fixed-rate long-term debt and certificates of deposits. By
June 1, 2006, we ceased use of the short-cut method by dedesignating the remaining short-cut method
hedging relationship and redesignating them in a new hedging relationship which uses the long-haul
method to assess hedge effectiveness.

Paul Cline, Senior Accountant

December 12, 2007

Page 7

For periods prior to June 1, 2006, the Company concluded that each short-cut hedging relationship
involving U.S. dollar denominated fixed-rate long term debt and certificates of deposit met the
requirements of paragraph 68 as follows:

    1.

    The notional amount of the swap matched the principal amount of the interest-bearing
liability being hedged.

    2.

    The fair value of the swaps was zero at inception of the hedging relationship.

    3.

    The formula for computing net settlements under each interest rate swap was the same
for each net settlement.

    4.

    The liabilities were not prepayable.

    5.

    The in

September 26, 2007
 Mail Stop 4563
By U.S. Mail and facsimile to (415) 975-6871

 Richard M. Kovacevich Chief Executive Officer Wells Fargo & Co.
420 Montgomery Street
San Francisco, CA 94163

Re:  Wells Fargo & Co.
 Definitive 14A   Filed March 16, 2007
File No. 01-2979
 Dear Mr. Kovacevich:
We have limited our review of your definitive proxy statement  to your executive
compensation and other related disclosure a nd have the following comments.  Our review
of your filing is part of the Division’s focused review of executive compensation disclosure.
Please understand that the purpose of our re view process is to assist you in your
compliance with the applicable disclosure  requirements and to  enhance the overall
disclosure in your filings.  We look forward to working with you in these respects.  We
welcome any questions you may have about our comments or any other aspect of our review.  Feel free to call me at the telephone number listed at the e nd of this letter.
  In some comments we have asked you to provide us with additional information so we may better understand your disclosure.  Pl ease do so within the time frame set forth
below.  You should comply with the remain ing comments in all future filings, as
applicable.  Please confirm in writing that you will do so and also explain to us how you
intend to comply.  Please unders tand that after ou r review of all of your responses, we
may raise additional comments.     If you disagree with any of these commen ts, we will consider your explanation as
to why our comment is inapplicable or a revisi on is unnecessary.  Please be as detailed as
necessary in your explanation.

Richard M. Kovacevich, CEO
Wells Fargo & Co.
September 26, 2007 Page 2  Compensation Discussion and Analysis, page 37

1. Disclose the quantitative performance targets which the Committee uses to
determine the size of awards under your incentive compensation programs.  Also,
discuss any material changes to your performance targets determined during the Committee’s meetings early in the new fis cal year.  Revise your disclosure to
discuss the specific items of company perf ormance, such as those relating to
earnings per share, return on average shareholders’ equity, and other operational and strategic objectives and how your incenti ve awards are specifically structured
around such performance goals.   For exam ple, discuss the performance necessary
to reach the target performance threshol d necessary to allow cash bonuses to be
paid, the target amount necessary to reach the target bonus amount and the
performance which would be necessary to allow for the maximum business performance adjustment.  Please note that qualitative goals generally need to be
presented to conform to the requirements of 402(b)(1)(v) and 402(b)(2)(v).  If you
did not include performance targets because you concluded that their disclosure would cause competitive harm to Wells Fargo, please provide the staff with your confidentiality analysis.  Also, for any ex cluded targets revise your disclosure to
provide the discussion of the level of di fficulty necessary to reach the targets
contemplated by Instruction 4 to Item 402( b) of Regulation S-K.  In discussing
how difficult it will be for the executive or how  likely it will be for the registrant
to achieve the target levels or other fact ors, provide as much detail as necessary
without providing information that poses a reasonable risk of competitive harm.
2. Your disclosure suggests th at individual performan ce was a significant factor
considered by the Committee in awarding cash incentive compensation and determining annual equity grants.  Pleas e discuss and analyze how individual
performance contributed to actual 20 06 compensation for the named executive
officers.  For example, disclose the el ements of individual performance, both
quantitative and qualitative, and spec ific contributions  the compensation
committee considered in its evaluation, and if applicable, how the committee weighted and factored them into specific compensation decisions.    See Item 402(b)(2)(vii) and Item 402(b)(1)(v) of Regulation S-K.
3. In your discussion of pay for performan ce on page 38, you indicate that your pay
targets are set so that the named executiv es would receive compensation in the top
quartile of comparable compensation if pe rformance is “close to or in” the top
quartile and would receive compensati on in the median of comparable
compensation if performance is “approxima tely” at the median.  Please clarify
these terms and provide more specificity in the targets and deviations from the
targets.  Also, disclose actual comp ensation and its resu lting percentile rank
among the peer group.  If the resulting per centile was materially different from
the targeted percentile, please discuss the factors which resulted in the divergence
from the target relationship.

Richard M. Kovacevich, CEO
Wells Fargo & Co.
September 26, 2007 Page 3
4. Please, provide a clear discussion of how Committee chose to awarded “off
cycle” or special grants of equity comp ensation.  It appears that the Committee
awarded options in 2006 outside the regular equity awards calendar to
“recognize…increased operational and bus iness line responsibilities.”  Also,
explain how the Committed determined the amount of equity compensation that was awarded to the named executives.  Please refer to Item 402(b)(1)(v) and
402(b)(2)(iii and iv) of Regulation S-K.

Potential Post-Employment Payments, page 75

5. The discussion in this section appears to concentrate on payments which the
named executives might receive in the even t that they retire from Wells Fargo.
Revise your disclosure to specifically address whether there are any agreements
which would provide for payments or other benefits if the named executives left
Wells Fargo for other reasons, includi ng termination, with or without cause,
constructive termination or payments due  upon a change of control.  If your
executives are entitled to any such paymen ts, describe the situations which would
give rise to the payments and quantify the amounts.  Furthermore, please discuss
any changes to option vesting schedule s which would occur in the event of
termination or as a result of a change of control.  Please refer to Item 402(j) of
Regulation S-K.
6. Discuss and quantify the amounts which th e named executives would be entitled
to receive under the Wells Fargo & Co. Salary Continuation Pay Plan.  Please
refer to Item 402(j)(2).
 Information About Related Persons, page 81

7. Provide information required by Item 404(a)(5) of S-K with regards to the
relocation loans.
  Please respond to our comments by Octobe r 26, 2007, or tell us by that time when
you will provide us with a response.

We urge all persons who are responsible for the accuracy and adequacy of the
disclosure in the filing to be certain that the filing includes all in formation required under
the Securities Exchange Act of 1934 and th at they have provided all information
investors require for an informed invest ment decision.  Since the company and its
management are in possession of all facts re lating to a company’s disclosure, they are
responsible for the accuracy and adequacy  of the disclosures they have made.
  When you respond to our comments, please provide, in writing, a statement from the company acknowledging that:

Richard M. Kovacevich, CEO
Wells Fargo & Co. September 26, 2007 Page 4
• the company is responsible for the adequacy and accuracy of the disclosure in
the filing;

• staff comments or changes to disclo sure in response to comments do not
foreclose the Commission from taking a ny action with respect to the filing;
and
 • the company may not assert staff comme nts as a defense in any proceeding
initiated by the Commission or any pers on under the federal s ecurities laws of
the United States.

In addition, please be advise d that the Division of Enfo rcement has access to all
information you provide to the staff of the Di vision of Corporation Finance in connection
with our review of your filing or in response to comments.

Please contact me at (202) 551-3419 with any questions.

Sincerely,   Christian N. Windsor Special Counsel
 CC: Richard Levy
 Controller

CORRESP
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Correspondence Letter

Law Department

MAC A0149-072

633 Folsom Street, 7th Floor

San Francisco, CA 94107

James M. Strother

Executive Vice President, General Counsel

415.396.1793

415.975.7865 Fax

james.strother@wellsfargo.com

 VIA EDGAR

 October 25, 2007

 Christian N. Windsor, Esq.

 Special Counsel

 Division of Corporation Finance

 Securities and Exchange Commission

 450 Fifth Street, N.W.

 Mail Stop 4563

 Washington, D.C. 20549

Re:
Wells Fargo & Company

 Definitive 14A

 Filed March 16, 2007

 File No. 01-2979

 Dear Mr. Windsor:

 I am Executive Vice
President and General Counsel of Wells Fargo & Company (Wells Fargo). This letter responds to the comments to Wells Fargo’s executive compensation and other related disclosure in our 2007 proxy statement dated March 16, 2007
contained in your letter dated September 26, 2007 on behalf of the Securities and Exchange Commission (SEC) to Richard M. Kovacevich, Chairman of Wells Fargo.1

 Our responses to these comments appear below. All page references in this response are to page numbers in
our 2007 proxy statement where the information requested by a particular comment can be found. For purposes of this response, when we refer to our “2007 CD&A,” we mean the discussion under the heading “Compensation Discussion and
Analysis” appearing on pages 37 through 51 of our 2007 proxy statement. Any capitalized terms used in this response letter that we do not separately define have the meanings given to them in our 2007 proxy statement.

1
Until June 2007, Mr. Kovacevich served as Chairman and Chief Executive Officer of Wells Fargo. Effective in June 2007, John G. Stumpf was elected as Chief Executive Officer of Wells
Fargo. Prior to that date, Mr. Stumpf served as President and Chief Operating Officer beginning in August 2005.

 Christian N. Windsor, Esq.

 October 25, 2007

  Page
 2

 Compensation Discussion and Analysis, page 37

 SEC Comment No. 1:

 Disclose the
quantitative performance targets which the Committee uses to determine the size of awards under your incentive compensation programs. Also discuss any material changes to your performance targets determined during the Committee’s meetings early
in the new fiscal year. Revise your disclosure to discuss the specific items of company performance, such as those relating to earnings per share, return on average shareholders’ equity, and other operational and strategic objectives and how
your incentive awards are specifically structured around such performance goals. For example, discuss the performance necessary to reach the target performance threshold necessary to allow cash bonuses to be paid, the target amount necessary to
reach the target bonus amount and the performance which would be necessary to allow for the maximum business performance adjustment. Please note that qualitative goals generally need to be presented to conform to the requirements of 402(b)(1)(v) and
402(b)(2)(v). If you did not include performance targets because you concluded that their disclosure would cause competitive harm to Wells Fargo, please provide the staff with your confidentiality analysis. Also, for any excluded targets revise your
disclosure to provide the discussion of the level of difficulty necessary to reach the targets contemplated by Instruction 4 to Item 402(b) of Regulation S-K. In discussing how difficult it will be for the executive or how likely it will be for
the registrant to achieve the target levels or other factors, provide as much detail as necessary without providing information that poses a reasonable-risk of competitive harm.

 Wells Fargo Response to SEC Comment No. 1:

 Before we respond to this comment, we would
like to make two preliminary observations:

 First, no named executive officer will qualify for any incentive compensation award unless
Wells Fargo achieves one or more alternative financial goals as established by the Human Resources Committee of the Board of Directors (HRC), the board committee that functions as our compensation committee, at the beginning of each fiscal year
under the “Performance-Based Compensation Policy” (the Performance Policy). The HRC has no discretion to award any compensation to a named executive officer covered by this policy if at least one of these alternative goals is not met.
Second, the payment of incentive compensation to all named executives is also subject to Wells Fargo achieving a pre-established EPS goal that operates as a “knockout”—meaning generally no incentive compensation would be awarded if
this goal is not met. The financial goals set under our Performance Policy and the “knockout” EPS goal are discussed below in response to SEC Comment No. 2.

 The information and process the HRC uses to award incentive compensation to our CEO and COO1 differs in some important

1
Throughout our response to the SEC’s comment letter, when we use the terms “CEO and COO,” we mean Richard M. Kovacevich, who currently serves as Chairman of Wells
Fargo, and who served as CEO during 2006, and John G. Stumpf, who served as COO during 2006, and currently serves as President and CEO. (See Footnote No. 1). Since the process for determining incentive compensation for Messrs. Kovacevich and Stumpf
remains the same as that described for them in our 2007 CD&A in their former capacities as CEO and COO despite the change in their titles and duties, we decided to retain the references to “CEO and COO” in this letter to keep our
terminology consistent with that in the 2007 CD&A.

 Christian N. Windsor, Esq.

 October 25, 2007

  Page
 3

respects from that used for our other named executives. The HRC does not set pre-established individual financial performance “targets” for our CEO
and COO to meet. We discuss how CEO and COO compensation is determined in more detail in response to SEC Comment No. 2 below.

 Assuming at least one of the Performance Policy alternative, and the “knockout” EPS goals have been met, the HRC determines Wells Fargo’s annual incentive compensation awards for our other named executive officers primarily
by considering (1) Wells Fargo’s overall financial performance and quality of performance compared to its Peer Group as discussed in the second and third bullet points on page 45 of the 2007 CD&A and (2) whether a named executive
has met or exceeded his or her specified quantitative performance goals described on page 39 of the 2007 CD&A. Individual group earnings goals for those named executives who manage business lines are established based on Wells Fargo’s
internal management reporting system and reflect the projected contribution of the business groups managed by each named executive to Wells Fargo’s internally derived profit plan. This system and profit plan has been structured to support Wells
Fargo’s unique business model that fosters and encourages business collaboration, cross sell and teamwork among our numerous businesses. Wells Fargo has designed its management reporting system and goal-setting process to facilitate and reward
these behaviors. A named executive’s business line goals include duplicate credit for sales, services and cross sell/lead generation across business lines and also reflect internal transfer pricing, investment and costs of funds allocation
arrangements, unbudgeted discretionary expenditures and allocation of expenses incurred outside of the businesses for which the named executive had management responsibility. As a result, the sum of these group earnings goals, if aggregated, would
exceed total earnings for Wells Fargo and would not reflect our reported results under GAAP.

 As stated in Instruction 1 to
Item 402(b), the purpose of the CD&A in our proxy statement is to provide our stockholders with material information that is necessary to understand the HRC’s compensation decisions for Wells Fargo’s named executives. Because the
specific performance goals reflect internal management, and not GAAP reporting, investors would be unable to tie any specific goal to our GAAP results. Consequently, disclosure of the specific goals would be at best meaningless, and at worst,
potentially misleading to investors. We described the process and the factors we considered in setting these goals in our 2007 CD&A, and the HRC’s evaluation of whether they were met. We intend to make a similar disclosure in the CD&A
for 2008. We submit that this disclosure provided, and will provide our stockholders with all material information about our executive compensation decisions in accordance with the principles-based approach contemplated by the SEC’s rules on
executive compensation and as required by the instruction to Item 402(b) cited above.

 Christian N. Windsor, Esq.

 October 25, 2007

  Page
 4

 SEC Comment No. 2:

 Your disclosure suggests that individual performance was a significant factor considered by the Committee in awarding cash incentive compensation and determining annual equity grants. Please discuss and analyze how
individual performance contributed to actual 2006 compensation for the named executive officers. For example, disclose the elements of individual performance, both quantitative and qualitative, and specific contributions the compensation committee
considered in its evaluation, and if applicable, how the committee weighted and factored them into specific compensation decisions. See Item 402(b)(2)(vii) and Item 402(b)(1)(v) of Regulation S-K.

 Wells Fargo Response to SEC Comment No. 2:

 SEC Comment No. 2 asks us to explain the elements of individual performance and the specific contributions of each named executive that the HRC evaluated in making its 2006 compensation decisions in light of the requirements of Items
401(b)(2)(vii) and 402(b)(1)(v) of Regulation S-K. The first of these two items requires us to describe how specific forms of compensation are structured and implemented to reflect a named executive’s individual performance and the elements of
individual performance taken into account in making final compensation decisions. Item 402(b) (1) (v) requires Wells Fargo to describe how the HRC determined the amount and formula (if applicable) for each element of pay. As discussed
below, we respectfully submit that we have provided all of the information required by these items and addressed in SEC Comment No. 2.

 2006 Annual Incentive Compensation. We note that payment of any incentive compensation for 2006 to our named executives depended in the first instance on Wells Fargo’s achievement of specified company goals before any individual
performance contributions were considered. First, Wells Fargo had to achieve one or more alternative performance goals set by our HRC in February 2006 under the Company’s Performance Policy—namely EPS of $2.25 or a return on realized
common equity of 15%. Second, Wells Fargo had to achieve a threshold EPS goal ($2.415) that operated as a “knockout’—meaning that no incentive compensation would generally have been paid if this EPS threshold goal had not been met.
All of these company goals were met for 2006. In addition, in making its 2006 annual incentive compensation decisions for all named executives, the HRC reviewed and evaluated Wells Fargo’s financial performance compared to that of its Peer
Group over one-, three-, and five-year periods, using the measures described on pages 44 and 45 of our 2007 CD&A under the heading “2006 Company and Peer Group Performance Review,” and noted in particular the factors described on page
45 under “2006 Performance Conclusions.”

 With respect to individual performance, we would direct the SEC’s attention to
those sections of our 2007 CD&A cited below which, taken together, we submit respond fully to SEC Comment No. 2 and to the provisions of Item 402 summarized above:

•

 The description of Wells Fargo’s overall process for determining annual incentive compensation for our named executives (other than our CEO and COO, as
explained below) appearing on pages 38 through 41 of our 2007 CD&A, particularly the information under “Objective No. 2—Pay for Performance”(page 39) regarding individual quantitative performance goals and the related
weightings given by the HRC to these goals and to the qualitative objectives referred to below;

 Christian N. Windsor, Esq.

 October 25, 2007

  Page
 5

•

 Information under the heading “Objective No. 4—Achieve Qualitative Objectives” (page 41), describing the qualitative objectives we give our
named executive officers by type and impact on compensation;

•

 The “benchmarking” process used to set competitive pay opportunities if these goals and objectives are met described under “Determining 2006
Competitive Pay for Named Executive Officers” (pages 42 to 43);

•

 The analysis of how the HRC determined 2006 incentive compensation for our named executives, specifically including the information appearing under the headings
“2006 Compensation Decisions” and “Incentive Compensation Awards” (pages 43 to 44) that describe the criteria used; and

•

 Our detailed explanation of the process used to determine the 2006 incentive awards for our CEO and COO under “2006 CEO and COO Incentive Awards” (pages
45 to 46), and for our other named executives under “2006 Incentive Compensation Awards for Other Named Executive Officers” (pages 46 to 47), including an analysis of the objective and subjective criteria the HRC considered in determining
2006 incentive compensation awards to named executives other than the CEO and COO.

 As permitted by Item 402 of
Regulation S-K, to the extent named executives had substantially similar objectives and performance, we discussed their achievements as a group (see, for example, page 47 of the 2007 CD&A).

 With respect to 2006 incentive compensation for our CEO and COO, we would point out that these executives, because they are responsible for the
performance of Wells Fargo as a whole, are rewarded based on the HRC’s objective and subjective evaluation of Wells Fargo’s overall performance relative to its peers, as described in the 2007 CD&A under “2006 Company and Peer
Group Performance Review,” “2006 Performance Conclusions,” and “2006 CEO and COO Incentive Awards.” They do not have individual objective quantitative performance goals. They do have individual qualitative goals that we also
describe in the first paragraph at the top of page 46.

 Annual Equity Awards. Wells Fargo grants annual equity awards, almost
exclusively in the form of stock option grants, to named executives as long-term compensation, rather than as compensation for the prior year’s performance. As stated in our 2007 CD&A under “Objective No. 3” on page 41, Wells
Fargo grants stock options to motivate our named executives to achieve long-term sustainable growth and corresponding growth in total stockholder returns and stock price increases. We further explain the purpose for granting stock options in 2006 to
our named executives and how the sizes of those grants were determined by the HRC in response to SEC Comment No. 4 below.

 Christian N. Windsor, Esq.

 October 25, 2007

  Page
 6

 SEC Comment No. 3

 In your discussion of pay for performance on page 38, you indicate that your pay targets are set so that the named executives would receive compensation in the top quartile of comparable compensation if performance
is “close to or in” the top quartile and would receive compensation in the median of comparable compensation if performance is “approximately” at the median. Please clarify these terms and provide more specificity in the targets
and deviations from the targets. Also, disclose actual compensation and its resulting percentile rank among the peer group. If the resulting percentile was materially different from the targeted percentile, please discuss the factors which resulted
in the divergence from the target relationship.

 Wells Fargo Response to SEC Comment No. 3:

 Peer Group pay, including annual cash, long-term equity and total com

Mail Stop 4561

May 19, 2006

By U.S. Mail and facsimile to (415) 975-6871.

Howard I. Atkins
Senior Executive Vice Presiden t and Chief Financial Officer
Wells Fargo & Company
420 Montgomery Street
San Francisco, CA 94104

Re: Wells Fargo & Company
Form 10-K for the Fiscal Year Ended December 31, 2004
Response filed on March 12, 2006

Dear Mr. Atkins:

We have reviewed your response and have  the following additional comment.
We have limited our review to only the issu e raised in our comment.  Please be as
detailed as necessary in your explanation.  In our comment, we may ask you to provide us
with supplemental information so we may better understand your response.  After
reviewing this information, we may or  may not raise additional comments.

 Please understand that the purpose of our re view process is to assist you in your
compliance with the applicable disclosure  requirements and to  enhance the overall
disclosure in your filing.  We look forward to  working with you in these respects.  We
welcome any questions you may have about our comment or any other aspect of our review.  Feel free to call us at the telephone numbers listed at the end of this letter.
1. We note your response to the second co mment included in our March 2, 2006,
letter, and the last risk f actor included 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 ri sk factor in future filings to address
your 2003 and 2005 settlements with OFAC.

* * * * *

Howard I. Atkins
May 19, 2006
Page 2
As appropriate, please provide us with your response within 10 business days or
tell us when you will provide us with a respons e.  Please furnish a cover letter that keys
your response to our comment and provides any requested supplemental information.  Please understand that we may have additiona l comments after reviewing your response
to our comment.

You may contact Rebekah M oore at (202) 551-3463 or me at (202) 551-3494 if
you have questions.

Sincerely,

Kevin W. Vaughn
Branch Chief

CORRESP
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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

Mail Stop 4561

March 2, 2006

By U.S. Mail and facsimile to (415) 975-6871.

Howard I. Atkins
Senior Executive Vice Presiden t and Chief Financial Officer
Wells Fargo & Company
420 Montgomery Street
San Francisco, CA 94104

Re: Wells Fargo & Company
Form 10-K for the Fiscal Year Ended December 31, 2004
Form 10-Q for the Fiscal Quarters Ended March 31, 2005,
June 30, 2005 and September 30, 2005
 File No. 001-02979

Dear Mr. Atkins:

We have reviewed your response filed on January 26, 2006 and have the
following additional comments.  Please be as detailed as necessary in your explanation.
In our comment, we may ask you to provide us with supplemental information so we may better understand your response.  After review ing this information, we may or may not
raise additional comments.

 Please understand that the purpose of our re view process is to assist you in your
compliance with the applicable disclosure  requirements and to  enhance the overall
disclosure in your filing.  We look forward to  working with you in these respects.  We
welcome any questions you may have about our comments or any other aspect of our review.  Feel free to call us at the telephone numbers listed at the end of this letter.

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, 2006.  Please quantify the approximate amounts of annual revenues and expenses associated with th e customer ties and other contacts that

Howard I. Atkins
Wells Fargo & Company
March 2, 2006 Page 2
you identified in your January 13, 2006 response.  Your response should discuss whether you believe these contacts are ma terial 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 secur ity 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 holder s, and the reasons
underlying your conclusion.
2. Please address the qualitative factors unde rlying your assessment.  For example,
you did not address the potenti al impact of the investor sentiment expressed by
the legislation identified in prior comme nt four, or explain how the compliance
efforts you discussed affect your conclusi on 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.

* * * * *

As appropriate, please provide us with your response within 10 business days or
tell us when you will provide us with a respons e.  Please furnish a cover letter that keys
your response to our comments and provides any requested supplemental information.
Please understand that we may have additiona l comments after reviewing your responses
to our comments.

You may contact Rebekah Moore at (202) 551-3463, James Lopez at (202) 551-
3536, or me at (202) 551-3494 if you have questions.

Sincerely,

Kevin W. Vaughn
Branch Chief

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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

CORRESP
1
filename1.htm

corresp

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

<DOCUMENT>
<TYPE>LETTER
<SEQUENCE>1
<FILENAME>filename1.txt
<TEXT>

Mail Stop 4561

December 09, 2005

By U.S. Mail and facsimile to (626)307-3849.

Howard I. Atkins
Senior Executive Vice President and Chief Financial Officer
Wells Fargo & Company
420 Montgomery Street
San Francisco, CA 94104

Re:	Wells Fargo & Company
Form 10-K for the Fiscal Year Ended December 31, 2004
Form 10-Q for the Fiscal Quarters Ended March 31, 2005,
June 30, 2005 and September 30, 2005
	File No. 001-02979

Dear Mr. Atkins:

      We have reviewed your filings and have the following
comments.
Where indicated, we think you should revise future filings
beginning
with your December 31, 2005 Form 10-K in response to these
comments
and provide us with a draft of your intended revisions.  If you
disagree, we will consider your explanation as to why our comment
is
inapplicable or a revision is unnecessary.  Please be as detailed
as
necessary in your explanation.  In our comment, we may ask you to
provide us with supplemental information so we may better
understand
your disclosure.  After reviewing this information, we may or may
not
raise additional comments.

	Please understand that the purpose of our review process is
to
assist you in your compliance with the applicable disclosure
requirements and to enhance the overall disclosure in your filing.
We look forward to working with you in these respects.  We welcome
any questions you may have about our comments or any other aspect
of
our review.  Feel free to call us at the telephone numbers listed
at
the end of this letter.

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.

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.

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 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.

* * * * *

      As appropriate, please revise future filings, beginning with
your December 31, 2005 Form 10-K, in response to these comments
and
provide us with a draft of your intended revisions within 10
business
days or tell us when you will provide us with a response.  Please
furnish a cover letter that keys your response to our comments,
indicates your intent to include the requested revisions in future
filings and provides any requested supplemental information.
Please
understand that we may have additional comments after reviewing
your
responses to our comments.

	We urge all persons who are responsible for the accuracy and
adequacy of the disclosure in the filing reviewed by the staff to
be
certain that they have provided all information investors require
for
an informed decision.  Since the company and its management are in
possession of all facts relating to a company`s disclosure, they
are
responsible for the accuracy and adequacy of the disclosures they
have made.

	In connection with responding to our comments, please
provide,
in writing, a statement from the company acknowledging 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.

      In addition, please be advised that the Division of
Enforcement
has access to all information you provide to the staff of the
Division of Corporation Finance in our review of your filing or in
response to our comments on your filing.

      You may contact Rebekah Moore, Staff Accountant, at (202)
551-
3463, or me at (202) 551-3426 if you have questions.

Sincerely,

Angela Connell
Senior Accountant
??

??

??

??

Howard I. Atkins
Wells Fargo & Company
December 9, 2005
Page 3

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