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
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Howard I. Atkins
Wells Fargo & Company
December 9, 2005
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